Common use of Maintenance of Separateness Clause in Contracts

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities shall be maintained separately in such a manner as to permit them to be readily and inexpensively separated from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) in the event there shall be separate financial statements for the Manager, all such financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f2.2(d)-(e) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of any of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, Fee and this Agreement, and the Collateral Documents Agreement are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any of the Securitization Entities and the Manager shall not permit any of the Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 4.8 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agency of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. (i) The Manager covenants that, except as otherwise contemplated by the Transaction DocumentsBorrower will: (a) the maintain books and records of the Securitization Entities shall be maintained separately separate from those of the Manager and each any other Person, including any of its Affiliates that is not a Securitization Entitypartnership interest holders or any Affiliate or Subsidiary; (b) the Manager shall observe (and shall cause each of maintain its Affiliates assets in such a manner that it is not a Securitization Entity more costly or difficult to observe) corporate and limited liability company formalities in its dealings with any Securitization Entitysegregate, identify or ascertain such assets; (c) observe all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditorscorporate formalities; (d) except hold itself out to creditors and the public as contemplated under Sections 2.2(d)a legal entity separate and distinct from any other Person, 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit including any of its partnership interest holders and its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purposeand Subsidiaries; (e) the Manager shall (and shall cause each of conduct its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each business in its name or in business names or trade names of the Manager Borrower or its Subsidiaries and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entityuse separate stationery, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, invoices and the Collateral Documents are representative of such arm’s length relationship;checks; and (f) not assume, guarantee or pay the Manager shall not be, and shall not debts or obligations of or hold itself out as being available to besatisfy the obligations of any other Person, liable including any of its partnership interest holders and its Affiliates and Subsidiaries, except as is expressly permitted by the terms of this Agreement. (ii) To the extent that the Borrower shares the same officers or other employees as any of its Affiliates, the salaries of and the expenses relating to providing benefits to such officers and employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) To the extent that the Borrower jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Borrower contracts or does business with vendors or service providers where the goods and services are partially for the debts benefit of any Securitization Entity an Affiliate, the costs incurred in doing so shall be fairly allocated to or among such entities for whose benefit the decisions or actions in respect of the daily business goods and affairs of any Securitization Entities services are provided, and the Manager each such entity shall not permit any Securitization Entities to hold the Manager out to be liable for the debts bear its fair share of such Securitization Entity costs. (iv) To the extent that the Borrower or its Affiliates have offices in the decisions or actions in respect same location, there shall be a fair and appropriate allocation of the daily business overhead costs among them, and affairs each such entity shall bear its fair share of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstancesexpenses.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, this Agreement, Fee and the Collateral Transaction Documents are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities each Service Recipient shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization EntityService Recipient; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Canadian Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Canadian Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Canadian Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Canadian Securitization Entity’s assets are owned by such Canadian Securitization Entity and (ii) such Canadian Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), ) or 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Canadian Securitization Entity pursuant to this Agreement or to the Indenture to) commingle its funds with any funds of any Canadian Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of any of the Securitization Entities Service Recipients in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Canadian Securitization Entity to) maintain arm’s length relationships with each Canadian Securitization Entity, and each of the Manager and each of its Affiliates that is not a Canadian Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Canadian Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Excess Canadian Weekly Management Fee the Supplemental Management Fee, Fee and this Agreement, and the Collateral Documents Agreement are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Canadian Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities of the Service Recipients and the Manager shall not permit any Securitization Entities of the Service Recipients to hold the Manager out to be liable for the debts of such Securitization Entity Service Recipient or the decisions or actions in respect of the daily business and affairs of such Securitization EntityService Recipient; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the each Securitization Entities shall Entity will be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall will contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditorscreditors who have received interests in the Securitization Entity’s assets; (c) the Manager will observe (and will cause each of its Affiliates that is not a Securitization Entity to observe) limited liability company or corporate formalities in its dealing with any Securitization Entity; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities Entity in its capacity as Manager manager for such entity in a segregated account identified for such purpose; (e) the Manager shall will (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager and each of its Affiliates that is are not a Securitization Entity shall Entities will be compensated at market rates for any services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship; (f) the Manager shall will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager shall will not permit any Securitization Entities Entity to hold the Manager out to be liable responsible for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; provided that the foregoing shall not prohibit DPL, in its individual capacity, from acting as co-obligor with respect to the leases related to the Leased Domestic Manufacturing and Distribution Centers where required by such leases; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge actual knowledge that any of the foregoing provisions in this Section 4.7 4.9 hereof has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager Contributor covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities shall Contributee will be maintained separately from those of the Manager and each of Contributor and its Affiliates that is not a Securitization Entitysubsidiaries; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager Contributor that are consolidated to include any Securitization Entity and Contributee that are distributed to any party shall will contain detailed notes clearly stating that (iA) all of such Securitization EntityContributee’s assets are owned by such Securitization Entity Contributee (B) indicating Contributee’s separateness from Contributor and Contributor’s Affiliates and indicate that the assets of Contributee are not available to pay the debts of Contributor, Contributor’s Affiliates or any other Person and (iiC) such Securitization Entity Contributee is a separate entity and and, as may be applicable, has creditors who have received interests in Contributee’s assets; (c) Contributor will cause all Contributed Assets to also be listed on Contributee’s own separate creditorsbalance sheet; (d) except as contemplated under Sections 2.2(d)Contributor will observe corporate formalities, 2.2(e), 2.2(fin its dealing with Contributee; (e) and 2.2(g), of this Agreement, the Manager Contributor shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purposeContributee; (ef) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) Contributor will maintain arm’s arm’s-length relationships with each Securitization Entity, Contributee and each of the Manager Contributor and each of its other Affiliates that is not a Securitization Entity shall will be compensated at market rates for any services it renders they render or otherwise furnishes furnish to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationshipContributee; (fg) except as provided for or contemplated by the Manager shall LLC Agreement, Contributor will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity Contributee or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Contributee and the Manager shall Contributor will not knowingly permit any Securitization Entities Contributee to hold the Manager Contributor out to be liable responsible for the debts of such Securitization Entity Contributee or the decisions or actions in respect of the daily business and affairs of Contributee or such Securitization Entitysubsidiary; and (gh) upon an officer or other responsible party of the Manager obtaining Actual Knowledge Contributor’s knowledge that any of the foregoing provisions in this Section 4.7 5.04 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall Contributor will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon promptly as reasonably is practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents(a) Borrower shall: (ai) the maintain its own separate books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entityrecords; (bii) the Manager shall observe (and shall cause each of at all times conduct its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities business solely in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated own name in a manner not misleading to include any Securitization Entity and that are distributed other Persons as to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d)its identity, 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager Borrower’s assets from being listed or any successor to or assignee described as an investment of the Manager from holding funds of the Securitization Entities in Parent or its capacity as Manager for such entity in a segregated account identified for such purposeAffiliates; (eiii) file its own tax returns, if any, as required under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons, provided the Manager foregoing shall not prohibit Borrower’s assets from being listed or described as an investment of the Parent or its Affiliates; (v) strictly comply with all organizational formalities and conduct its business in its own name to maintain its separate existence; (vi) maintain separate financial reports of the type required by the Collar Loan Documentation showing its assets and liabilities separate and apart from those of any other Person and not permit its assets to be listed on the financial statements of any other Person, provided the foregoing shall cause each not prohibit Borrower’s assets from being listed or described as an investment of the Parent or its Affiliates; (vii) pay its own liabilities out of its own funds; (viii) maintain an arm’s length relationship with its Affiliates and not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with any of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with except, in each Securitization Entitycase, and each of as expressly permitted by the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationshipCollar Loan Documentation; (fix) not hold out its credit or assets as being available to satisfy the Manager obligations of others; (x) correct any known misunderstanding regarding its separate identity; (xi) maintain adequate capital (including the Collateral) in light of its contemplated business purpose, transactions and liabilities; (xii) not acquire the obligations or securities of any of the Parent or any of its other Affiliates (excluding, if applicable, any Shares); (xiii) maintain its assets and liabilities in a manner such that it will not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other Person, provided the foregoing shall not beprohibit Borrower’s assets from being listed or described as an investment of the Parent or its Affiliates; (xiv) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; and (xv) cause the members, Responsible Officers, agents and other representatives of Borrower to act at all times with respect to Xxxxxxxx consistently and in furtherance of the foregoing in all material respects. (b) Borrower shall not hold itself out to be, liable not: (i) assume or become obligated for the debts of or guarantee or hold its credit out as being available to satisfy, or pledge its assets to secure, any Securitization Entity obligation of any other Person, including any Affiliate; (ii) engage, directly or indirectly, in any business other than the actions required or expressly permitted to be performed under this Agreement or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity other Collar Loan Documentation or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; anddocumentation for any Permitted Transaction; (giii) upon an officer except as expressly permitted by the Collar Loan Documentation, incur, create or assume any Indebtedness; (iv) to the fullest extent permitted by applicable law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other responsible party of than such activities as are expressly permitted pursuant to the Manager obtaining Actual Knowledge that Collar Loan Documentation; (v) except as expressly permitted in the Collar Loan Documentation, form, acquire or hold any of subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interests in any other entity; (vi) except to the extent expressly permitted in the Collar Loan Documentation, acquire or own any assets; or (vii) except to the extent expressly permitted in the Collar Loan Documentation, buy or hold any indebtedness issued by any other Person (the foregoing provisions in this Section 4.7 has been breached or violated in any material respect5.11, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances“Separateness Provisions”).

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of each of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of Parent or the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections Section 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this AgreementAgreement or as expressly permitted under the Transaction Documents, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of any of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, Fee and this Agreement, and the Collateral Documents Agreement are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any of the Securitization Entities and the Manager shall not permit any of the Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agency of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except So long as otherwise contemplated by any of the Transaction DocumentsXXXX Companies are Unrestricted Subsidiaries: (a) the The Borrower will, and will cause each other Restricted Person to: (i) maintain books and records of the Securitization Entities shall be maintained separately separate from those of the Manager and each of Unrestricted Subsidiaries; (ii) maintain its Affiliates assets in such a manner that it is not a Securitization Entity;more costly or difficult to segregate, identify or ascertain such assets from those of the Unrestricted Subsidiaries; and (iii) observe all organizational formalities. (b) The Borrower and the Manager shall observe other Restricted Persons, collectively, will (i) hold themselves out to creditors and shall cause each the public as separate and distinct from any other Person, including the Unrestricted Subsidiaries; (ii) conduct their business in their respective names or in business names or trade names of its Affiliates that the Borrower, and use stationary, invoices and checks separate from those of any other Person, including the Unrestricted Subsidiaries; and (iii) not assume, guarantee or pay the debts or obligations of or hold themselves out as being available to satisfy the obligations of any other Person, including the Unrestricted Subsidiaries, except as is not a Securitization Entity expressly permitted by the terms of this Agreement or with respect to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity;Performance Guaranties. (c) all financial statements To the extent that the Borrower or any other Restricted Person jointly contracts with any of the Manager that are consolidated Unrestricted Subsidiaries to include any Securitization Entity do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities and that are distributed to any party each such entity shall contain detailed notes clearly stating that (i) all bear its fair share of such Securitization Entity’s assets costs. To the extent that the Borrower or any other Restricted Person contracts or does business with vendors or service providers where the goods and services are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), partially for the benefit of this Agreementthe Unrestricted Subsidiaries, the Manager costs incurred in doing so shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor be fairly allocated to or assignee of among such entities for whose benefit the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (goods and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entityservices are provided, and each of the Manager and each of such entity shall bear its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative fair share of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstancescosts.

Maintenance of Separateness. The Manager Contributor covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities shall Contributee will be maintained separately from those of the Manager and each of Contributor and its Affiliates that is not a Securitization Entitysubsidiaries; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager Contributor that are consolidated to include any Securitization Entity and Contributee that are distributed to any party shall will contain detailed notes clearly stating that (iA) all of such Securitization EntityContributee’s assets are owned by such Securitization Entity Contributee (B) indicating Contributee’s separateness from Contributor and Contributor’s Affiliates and indicate that the assets of Contributee are not available to pay the debts of Contributor, Contributor’s Affiliates or any other Person and (iiC) such Securitization Entity Contributee is a separate entity and and, as may be applicable, has creditors who have received interests in Contributee’s assets; (c) Contributor will cause all Contributed Assets to also be listed on Contributee’s own separate creditorsbalance sheet; (d) except as contemplated under Sections 2.2(d)Contributor will observe corporate formalities, 2.2(e), 2.2(fin its dealing with Contributee; (e) and 2.2(g), of this Agreement, the Manager Contributor shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purposeContributee; (ef) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) Contributor will maintain arm’s arm’s-length relationships with each Securitization Entity, Contributee and each of the Manager Contributor and each of its other Affiliates that is not a Securitization Entity shall will be compensated at market rates for any services it renders they render or otherwise furnishes furnish to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationshipContributee; (fg) except as provided for or contemplated by the Manager shall LLC Agreement, Contributor will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity Contributee or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Contributee and the Manager shall Contributor will not knowingly permit any Securitization Entities Contributee to hold the Manager Contributor out to be liable responsible for the debts of such Securitization Entity Contributee or the decisions or actions in respect of the daily business and affairs of Contributee or such Securitization Entitysubsidiary; and (gh) upon an officer or other responsible party of the Manager obtaining Actual Knowledge Contributor’s knowledge that any of the foregoing provisions in this Section 4.7 5.4 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall Contributor will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon promptly as reasonably is practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated permitted by the Transaction Related Documents: (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a the other Non-Securitization EntityEntities; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a the other Non-Securitization Entity Entities to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of Xxxx in the Box Inc. as the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(fSection 2.1(g) and 2.2(g), Section 2.4(b)(iii) of this AgreementAgreement or otherwise set forth in the Base Indenture, the Manager shall not (and shall not permit any of its Affiliates that is not a the other Non-Securitization Entity Entities to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a the other Non-Securitization Entity Entities to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a the other Non-Securitization Entity Entities shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, Fee and this Agreement, and the Collateral Documents Agreement are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; provided that the foregoing shall not prohibit the Manager from maintaining liability in respect of any Contributed Securitized Company Restaurant Third-Party Leases or Contributed Securitized JIB Back-to-Back Lease for which the related third-party landlord has failed or refused as of the Closing Date to release the Manager thereunder; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Back‑Up Manager, the Control Party and the each Rating Agencies, if any, Agency of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the each Securitization Entities shall Entity will be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall will contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity Entity, and (ii) such Securitization Entity is a separate entity and, as may be applicable, has creditors who have received interests in the Securitization Entity’s assets; (c) the Manager will observe (and has separate creditorswill cause each of its Affiliates that is not a Securitization Entity to observe) corporate or limited liability company formalities in its dealing with any Securitization Entity; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities Entity in its capacity as Manager manager for such entity in a segregated account identified for such purpose; (e) the Manager shall will (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager and each of its Affiliates that is are not a Securitization Entity shall Entities will be compensated at market rates for any services Services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, this Agreement, the amounts paid pursuant the SVC Program Agreement and the Collateral Transaction Documents (other than any Charter Document) are representative of such arm’s length relationshiprelationship between any Securitization Entity, on the one hand, and any Non-Securitization Entity, on the other hand; (f) the Manager shall will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager shall will not knowingly permit any Securitization Entities Entity to hold the Manager out to be liable responsible for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 SECTION 4.9 hereof has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the each Securitization Entities shall Entity will be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall will contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity Entity, and (ii) such Securitization Entity is a separate entity and, as may be applicable, has creditors who have received interests in the Securitization Entity’s assets; (c) the Manager will observe (and has separate creditorswill cause each of its Affiliates that is not a Securitization Entity to observe) corporate or limited liability company formalities in its dealing with any Securitization Entity; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities Entity in its capacity as Manager manager for such entity in a segregated account identified for such purpose; (e) the Manager shall will (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager and each of its Affiliates that is are not a Securitization Entity shall Entities will be compensated at market rates for any services Services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, Fee and the amounts paid pursuant the Collateral Transaction Documents (other than any Charter Document) are representative of such arm’s length relationshiprelationship between any Securitization Entity, on the one hand, and any Non-Securitization Entity, on the other hand; (f) the Manager shall will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager shall will not knowingly permit any Securitization Entities Entity to hold the Manager out to be liable responsible for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 SECTION 4.9 hereof has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the each Securitization Entities shall Entity will be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall will contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity Entity, and (ii) such Securitization Entity is a separate entity and, as may be applicable, has creditors who have received interests in the Securitization Entity’s assets; (c) the Manager will observe (and has separate creditorswill cause each of its Affiliates that is not a Securitization Entity to observe) corporate or limited liability company formalities in its dealing with any Securitization Entity; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities Entity in its capacity as Manager manager for such entity in a segregated account identified for such purpose; (e) the Manager shall will (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager and each of its Affiliates that is are not a Securitization Entity shall Entities will be compensated at market rates for any services Services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, Fee and the amounts paid pursuant the Collateral Transaction Documents (other than any Charter Document) are representative of such arm’s length relationshiprelationship between any Securitization Entity, on the one hand, and any Non-Securitization Entity, on the other hand; (f) the Manager shall will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager shall will not knowingly permit any Securitization Entities Entity to hold the Manager out to be liable responsible for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 4.9 hereof has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, this Agreement, Fee and the Collateral Related Documents are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities Issuer shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entitythe Issuer; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity the Issuer to observe) corporate and limited liability company formalities in its dealings with any Securitization Entitythe Issuer; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity the Issuer and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entitythe Issuer’s assets are owned by such Securitization Entity the Issuer and (ii) such Securitization Entity the Issuer is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity the Issuer to) commingle its funds with any funds of any Securitization Entitythe Issuer; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities Issuer in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity the Issuer to) maintain arm’s length relationships with each Securitization Entitythe Issuer, and each of the Manager and each of its Affiliates that is not a Securitization Entity the Issuer shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entitythe Issuer, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity the Issuer or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Issuer and the Manager shall not permit any Securitization Entities the Issuer to hold the Manager out to be liable for the debts of such Securitization Entity the Issuer or the decisions or actions in respect of the daily business and affairs of such Securitization Entitythe Issuer; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party Controlling Class Representative and the Rating Agencies, if any, of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, this Agreement, Fee and the Collateral Transaction Documents are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager Arby's covenants that, except as otherwise contemplated by the Transaction Documents: (ai) the books and records of the Securitization Entities shall each Subsidiary and Serviced Affiliate will be maintained separately from those of the Manager Arby's and each of its Affiliates that is not a Securitization EntitySubsidiaries; (bii) all financial statements of Arby's and its other Affiliates that are consolidated to include any Subsidiary or Arby's and any Serviced Affiliate will contain detailed notes clearly stating that (A) all of such Subsidiary's or Serviced Affiliate's respective assets are owned by such Subsidiary or Serviced Affiliate, as the Manager shall case may be, and (B) such Subsidiary and any Serviced Affiliate is a separate entity and, if applicable, that the respective assets of such Subsidiary or Serviced Affiliate is subject to the claims of its respective creditors; (iii) Arby's will observe (and shall cause each of its Affiliates that is not a Securitization Entity Subsidiaries to observe) corporate and limited liability company formalities in its dealings dealing with any Securitization Entityeach Subsidiary and Serviced Affiliate; (civ) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager Arby's shall not (and shall not permit any of its Affiliates that is not a Securitization Entity Subsidiaries to) commingle its funds with any funds of any Securitization EntitySubsidiary or Serviced Affiliate; provided provided, that the foregoing shall not prohibit Arby's or the Manager or any successor to or assignee of the Manager Canadian Servicer from holding funds of the Securitization Entities a Subsidiary or Serviced Affiliate in its their respective capacity as Manager Servicer or Canadian Servicer for such entity in a segregated account identified for such purpose; (ev) the Manager shall Arby's will (and shall cause each of its Affiliates that is not a Securitization Entity Subsidiaries to) maintain arm’s 's length relationships with each Securitization EntitySubsidiary and Serviced Affiliate, and each of the Manager Arby's and each of its Affiliates that is not a Securitization Entity shall Subsidiaries will be compensated at market rates for any services it renders or otherwise furnishes to any Securitization EntitySubsidiary or Serviced Affiliate, it being understood provided that the Monthly Management Feeforegoing shall not apply to dealings solely as among any Subsidiaries other than Holdings, the Supplemental Management FeeCertificateholder, this Agreementthe Issuer and IP Holder and any Serviced Affiliates which do not involve any of Arby's, and Holdings, the Collateral Documents are representative of such arm’s length relationshipCertificateholder, the Issuer or IP Holder; (fvi) the Manager shall Arby's will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity Subsidiary or Serviced Affiliate or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Subsidiary or Serviced Affiliate (other than (i) in its capacity as Servicer, licensor or servicer to a Serviced Affiliate, including, in each case, without limitation, any indemnification obligation in connection therewith and (ii) any indemnification obligation related to or in connection with the Manager shall Transaction Documents); and Arby's will not knowingly permit any Securitization Entities Subsidiary or Serviced Affiliate to hold the Manager Arby's out to be liable as responsible for the debts of such Securitization Entity any Subsidiary or Serviced Affiliate or the decisions or actions in respect of the daily business and affairs of such Securitization Entityany Subsidiary or Serviced Affiliate (other than, in its capacity as Servicer, licensor or servicer to a Serviced Affiliate, including, in each case, without limitation, any indemnification obligation in connection therewith and (ii) any indemnification obligation related to or in connection with the Transaction Documents); and (gvii) upon Upon an officer or other responsible party of the Manager Authorized Officer obtaining Actual Knowledge actual knowledge that any of the foregoing provisions in this Section 4.7 has 4.5(c) have been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall Arby's will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager Master Servicer covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the each Securitization Entities shall Entity will be maintained separately from those of the Manager Master Servicer and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager Master Servicer that are consolidated to include any Securitization Entity and that are distributed to any party shall will contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditorscreditors who have received interests in the Securitization Entity’s assets; (c) the Master Servicer will observe (and will cause each of its Affiliates that is not a Securitization Entity to observe) limited liability company or corporate formalities in its dealing with any Securitization Entity; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager Master Servicer shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager Master Servicer from holding funds of the Securitization Entities Entity in its capacity as Manager servicer for such entity in a segregated account identified for such purpose; (e) the Manager shall Master Servicer will (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager Master Servicer and each of its Affiliates that is are not a Securitization Entity shall Entities will be compensated at market rates for any services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship; (f) the Manager shall Master Servicer will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager shall Master Servicer will not permit any Securitization Entities Entity to hold the Manager Master Servicer out to be liable responsible for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager Master Servicer obtaining Actual Knowledge actual knowledge that any of the foregoing provisions in this Section 4.7 SECTION 4.9 hereof has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall Master Servicer will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction DocumentsDocuments with respect to Take 5 and Take 5 Oil: (a) the books and records of the Securitization Entities each Service Recipient shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization EntityService Recipient; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe, other than Take 5 and Take 5 Oil) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), ) or 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity other than Take 5 or Take 5 Oil, pursuant to this Agreement or to the Indenture to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of any of the Securitization Entities Service Recipients in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity Entity, other than Take 5 or Take 5 Oil, to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, Fee and this Agreement, and the Collateral Documents Agreement are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities of the Service Recipients and the Manager shall not permit any Securitization Entities of the Service Recipients to hold the Manager out to be liable for the debts of such Securitization Entity Service Recipient or the decisions or actions in respect of the daily business and affairs of such Securitization EntityService Recipient; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants thatEach of the Company, except as otherwise contemplated by the Transaction DocumentsPartnership and the Partnership Subsidiaries shall at all times be obligated to: (a) the maintain all of its business records, books of account and records of the Securitization Entities shall be maintained separately bank accounts separate from those of the Manager and each of its Affiliates that is not a Securitization EntityIFMI Parent, IFMI or any other Person; (b) ensure that its assets are not commingled with the Manager shall observe (and shall cause each assets of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with IFMI Parent, IFMI or any Securitization Entityother Person; (c) all financial statements conduct its business solely in its own name and, in the case of the Manager Company, the name of the Partnership (when acting on behalf of the Partnership in its capacity as General Partner) so as not to mislead third parties as to the identity of the entity with which such third parties are dealing, and correct any known misunderstanding regarding its separate identity; (d) in the case of the Company, obtain, whenever necessary, proper authorization from the Board or the Chairman, as appropriate, for any action taken or to be taken by the Company; (e) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that are the Company’s assets may be included in a consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating financial statement of its Affiliate provided that (i) all appropriate notation shall be made in a footnote to such consolidated financial statements to indicate the separateness of the Company from such Affiliate and to indicate that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Securitization Entity’s assets are owned by such Securitization Entity Affiliate or any other Person (other than the Partnership and the Partnership Subsidiaries) and (ii) such Securitization Entity is a assets shall also be listed on the Company’s own separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationshipbalance sheet; (f) except as provided by Section 4.5 of the Manager shall Reimbursement Agreement, provide for its operating expenses and liabilities, including its organizational expenses and the salaries of its own employees, from its own funds and not befrom the funds of any other Person; (g) observe all procedures and formalities required by this Agreement and the laws of the State of Delaware; (h) subject to Section 13.03 and other than as contemplated hereby, by the Contribution Agreement and shall not hold itself out by the documents, instruments or agreements entered into in connection with the Contribution Agreement, ensure that all transactions between the Company, the Partnership or a Partnership Subsidiary and any Affiliate will be at arm’s length and on terms no less favorable than available to beeither party in a similar transaction with a non-Affiliate; (i) ensure that its initial capitalization is sufficient in light of its purpose and business; (j) without limiting Sections 4.09 and 13.03, liable ensure that it does not, other than as set forth in Section 5.05 of this Agreement or pursuant to the Contribution Agreement, make any advance to or guarantee or become obligated for the debts of IFMI, IFMI Parent or any Securitization Entity other Person (other than the Company, the Partnership and the Partnership Subsidiaries, as applicable) or hold out its credit as being available to satisfy the decisions obligations of any Person (other than the Company, the Partnership and the Partnership Subsidiaries, as applicable); (k) other than with respect to the Company’s accounting function (which may be maintained in IFMI’s Philadelphia office or actions such other place as determined by the Company), maintain and conduct its business separate from that of any Affiliate and, if applicable, sublease from any Affiliate office space at a rent representing its pro rata share based upon an existing lease, of sufficient space which is separately allocated and identifiable to conduct its business; (l) have and use its own stationery, invoices, checks and telephone number in respect all business of the daily business Company, the Partnership and affairs the Partnership Subsidiaries, respectively; (m) without limiting Sections 4.09 and 13.03, ensure that it does not pledge its assets for any other Person (other than the Company, the Partnership and the Partnership Subsidiaries, as applicable); (n) other than as required by an insurance carrier, ensure that it does not enter into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Securitization Entities and other Person; (o) ensure that it will not conceal from creditors any of its assets or participate in concealing the Manager shall not permit assets of any Securitization Entities to hold the Manager other Person; (p) ensure that it holds itself out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entityas a separate entity; and (gq) upon an officer ensure that it does not identify itself as being a division or a part of any other responsible party Person and that it does not identify IFMI Parent, IFMI or any other Person as being a division or part of itself. (r) Notwithstanding the foregoing and anything herein to the contrary, the Members acknowledge that, as of the Manager obtaining Actual Knowledge date hereof, the Company is a subsidiary of IFMI and IFMI Parent, that the Company’s assets, liabilities and results of operations will be included in the consolidated financial statements of IFMI Parent, and that the Company is subject to the obligations set forth in Section 4.20 hereof. The Board shall use its reasonable best efforts to comply with the foregoing covenants of this Section 2.06. Failure of the Company, the Members, the Board or the officers of the Company on behalf of the Company or the Partnership, to comply with any of the foregoing provisions covenants or any other covenants contained in this Section 4.7 has been breached or violated in any material respectAgreement shall not affect the status of the Company, the Manager Partnership or any Partnership Subsidiary as a separate legal entity or the limited liability of the Members or the Managers. The unanimous consent of the Board shall promptly notify be required to waive any of the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, foregoing covenants of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstancesthis Section 2.06.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this AgreementAgreement or as expressly permitted under the other Transaction Documents, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, this Agreement, Fee and the Collateral Transaction Documents are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Documents: : (a) the books and records of each of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; ; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; ; (c) all financial statements of Parent or the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; ; (d) except as contemplated under Sections Section 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this AgreementAgreement or as expressly permitted under the Transaction Documents, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of any of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose; ; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, Fee and this Agreement, and the Collateral Documents Agreement are representative of such arm’s length relationship; ; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any of the Securitization Entities and the Manager shall not permit any of the Securitization 32 Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agency of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction DocumentsDocuments with respect to Take 5 and Take 5 Oil: (a) the books and records of each of the Securitization Entities shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe, other than Take 5 and Take 5 Oil) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), ) or 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity other than Take 5 or Take 5 Oil, pursuant to this Agreement or to the Indenture to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of any of the Securitization Entities Service Recipients in its capacity as Manager for such entity in a segregated account identified for such purpose; (e) the Manager shall (and shall cause each of its Affiliates that is not a Securitization Entity Entity, other than Take 5 or Take 5 Oil, to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Monthly Weekly Management Fee, the Supplemental Management Fee, this Agreement, Fee and the Collateral Documents this Agreement are representative of such arm’s length relationship; (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities of the Service Recipients and the Manager shall not permit any Securitization Entities of the Service Recipients to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager covenants that, except as otherwise contemplated by the Transaction Related Documents: (a) the books and records of the each Securitization Entities shall Entity will be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall will contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditorscreditors who have received interests in the Securitization Entity’s assets; provided that the notes to the financial statement may address the Securitization Entities as a group, and not individually, if all the Securitization Entities in the group are consolidated through one subsidiary of the Manager. (c) the Manager will observe (and will cause each of its Affiliates that is not a Securitization Entity to observe) limited liability company or corporate formalities in its dealing with any Securitization Entity; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities Entity in its capacity as Manager manager for such entity in a segregated account identified for such purpose; (e) the Manager shall will (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager and each of its Affiliates that is are not a Securitization Entity shall Entities will be compensated at market rates for any services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship; (f) the Manager shall will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager shall will not permit any Securitization Entities Entity to hold the Manager out to be liable responsible for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge actual knowledge that any of the foregoing provisions in this Section 4.7 4.9 hereof has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same and shall will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager Servicer covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the each Securitization Entities Entity shall be maintained separately from those of the Manager Servicer and each of its Affiliates that is not a Securitization Entity; (b) the Manager Servicer shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings dealing with any Securitization Entity; (c) all financial statements of the Manager Servicer that are consolidated to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager Servicer shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager Servicer or any successor to or assignee assign of the Manager Servicer from holding funds of the Securitization Entities Entity in its capacity as Manager Servicer for such entity in a segregated account identified for such purpose; (e) the Manager Servicer shall (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager Servicer and each of its Affiliates that is are not a Securitization Entity Entities shall be compensated at market rates for any services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are Weekly Servicing Fee is representative of such arm’s length relationshiprelationship as between the Servicer and its Affiliates that are not Securitization Entities, on the one hand, and the Securitization Entities, on the other hand, and that the Servicer shall be responsible for any compensation of its Affiliates to whom it delegates any of its duties hereunder or under the other Transaction Documents; (f) the Manager Servicer shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager Servicer shall not permit any Securitization Entities Entity to hold the Manager Servicer out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager Servicer obtaining Actual Knowledge actual knowledge that any of the foregoing provisions in this Section 4.7 4.8 hereof has been breached or violated in any material respect, the Manager Servicer shall promptly notify the Indenture Trustee, the Back-Up Managereach Insurer, the Control if any, that is a Series Controlling Party and the Rating Agencies, if any, Agencies of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.

Maintenance of Separateness. The Manager Servicer covenants that, except as otherwise contemplated by the Transaction Documents: (a) the books and records of the each Securitization Entities shall Entity will be maintained separately from those of the Manager Servicer and each of its Affiliates that is not a Securitization Entity; (b) the Manager shall observe (and shall cause each of its Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity; (c) all financial statements of the Manager Servicer that are consolidated to include any Securitization Entity and that are distributed to any party shall will contain detailed notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity Entity, and (ii) such Securitization Entity is a separate entity and, as may be applicable, has creditors who have received interests in the Securitization Entity’s assets; (c) the Servicer will observe (and has separate creditorswill cause each of its Affiliates that is not a Securitization Entity to observe) limited liability company formalities in its dealing with any Securitization Entity; (d) except as contemplated under Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager Servicer shall not (and shall not permit any of its Affiliates that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager Servicer or any successor to or assignee assign of the Manager Servicer from holding funds of the Securitization Entities Entity in its capacity as Manager Servicer for such entity in a segregated account identified for such purpose; (e) the Manager shall Servicer will (and shall cause each of its Affiliates that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, Entity and each of the Manager Servicer and each of its Affiliates that is are not a Securitization Entity shall Entities will be compensated at market rates for any services it renders or otherwise furnishes to any such Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement, and the Collateral Documents are representative of such arm’s length relationship; (f) the Manager shall Servicer will not be, and shall will not hold itself out to be, liable responsible for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities Entity and the Manager shall Servicer will not permit any Securitization Entities Entity to hold the Manager Servicer out to be liable responsible for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; and (g) upon an officer or other responsible party of the Manager Servicer obtaining Actual Knowledge actual knowledge that any of the foregoing provisions in this Section 4.7 4.8 hereof has been breached or violated in any material respect, the Manager shall Servicer will promptly notify the Indenture Trustee, the Back-Up Manager, the Control each Insurer that is a Series Controlling Party and the Rating Agencies, if any, Agencies of same and shall will take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.