Common use of Separate Company Existence Clause in Contracts

Separate Company Existence. (i) maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of the Company will not be diverted to any other Person or for other than uses of the Company, and will not commingle such funds with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m); (ii) to the extent that it shares the same officers or other employees as any of its Shareholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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 it jointly contracts with any of its Shareholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (iv) maintain office space separate from the office space of any Originator and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s Affiliates). To the extent that the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, holding regular and special Shareholders’ and directors, meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof; (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and (y) comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”.

Separate Company Existence. (ia) maintain Maintain its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutions the Company and ensure that the its funds of the Company will not be diverted to any other Person or for other than uses of the Company, and nor will not commingle such funds be commingled with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m)Company; (iib) to To the extent that it shares the same any officers or other employees as any of its Shareholders or Affiliateswith the Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entitiesit and the Company, and each such entity it and the Company shall bear its their fair share shares of the salary and benefit costs associated with all such common officers and employees; (iiic) to To the extent that it jointly contracts with any of its Shareholders or Affiliates the Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, between it and each such entity the Company and it and the Company shall bear its their fair share shares of such costs. To the extent that the Company it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among such entities for whose the benefit of the goods or services are each is provided, and each such entity it and the Company shall bear its their fair share shares of such costs. All material transactions between it and the Company and any of its AffiliatesCompany, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (ivd) maintain Maintain office space separate from the office space of any Originator and its Affiliates the Company (but which may be located at the same address as any Originator or one of any Originator’s Affiliatesthe Company). To the extent that it and the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses; (ve) issue separate Issue financial statements prepared not less frequently than annually and prepared in accordance with GAAPseparate from any financial statements issued by the Company; (vif) conduct Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding regular and special Shareholdersmembers’ and directors, ’ meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (viig) except to the extent expressly provided for any of Except as set forth in the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;Company; and (viiih) takeTake, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order (i) to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified True Sale Bankruptcy Opinion Provisions remain true and correct with respect to the Company) and (yii) to comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such provisions that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability are applicable to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”it.

Separate Company Existence. The Transferor shall: (i) maintain Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit deposit, securities and other account or accounts, separate from those of any AffiliateAffiliate of the Transferor, with commercial banking institutions and ensure that the financial institutions. The funds of the Company Transferor will not be diverted to any other Person or for other than uses the company use of the CompanyTransferor, and will not commingle such funds with and, except as may be expressly permitted by this Agreement or the Receivables Purchase Agreement, the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company Transferor shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period those of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m);any other Person. (iiiii) Ensure that, to the extent that it shares the same officers or other employees as any of its Shareholders members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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;. (iiiiv) Ensure that, to the extent that it jointly contracts with any of its Shareholders members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or and services are provided, and each such entity shall bear its fair share of such costs. All . (v) Ensure that all material transactions between the Company Transferor and any of its Affiliates, whether currently existing or hereafter entered into, Affiliates shall be only on an arm’s arm’s-length basis;basis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. (ivvi) maintain Maintain a principal executive and administrative office space through which its business is conducted and a telephone number separate from the office space those of any Originator its members and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s other Affiliates). To the extent that the Company Transferor and any of its Shareholders members or other Affiliates have offices in the same locationcontiguous space, there shall be a fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses;. (vvii) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct Conduct its affairs strictly in accordance with its organizational documents certificate of formation and its limited liability company agreement and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and special Shareholdersmembers’ and directors, ’ meetings appropriate to authorize all company action, keeping separate and accurate minutes of its such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;. Regular members’ and directors’ meetings shall be held at least annually. (viii) takeEnsure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, or refrain from taking, as “Independent Director” means any member of the case may be, all other actions board of directors of the Transferor that are necessary to be taken or is not to be taken in order to and has not at any time been (x) ensure that an officer, agent, advisor, consultant, attorney, accountant, employee, member or shareholder of any Affiliate of the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and Transferor which is not a special purpose entity, (y) comply with those procedures described in such provisions; and a director of any Affiliate of the Transferor other than an independent director of any Affiliate which is a special purpose entity or (ixz) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate a member of Formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions immediate family of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(viiforegoing); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”.

Separate Company Existence. (i) except as set forth in the Transaction Documents, maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of the Company will not be diverted to any other Person or for other than uses of the Company, and nor will not commingle such funds be commingled with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and shall -------- ------- not on a regular basis, preclude Collections are from being commingled with an any Originator’s 's funds or with an Originator’s 's funds in the Collection Accounts, the Master Collection Accounts or and the Company Concentration Account Accounts for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not or preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m2.08(l) hereof --------------- or lending its excess cash balances to any Originator or any Subsidiary or Affiliate of any Originator for investment (which may include inter-Affiliate loans made by any Originator or any Subsidiary or Affiliate of any Originator) on a pooled basis as part of the cash management system maintained by any Originator for its consolidated group so long as all such transactions are properly reflected on the books and records of the Company and any Originator (and any such Subsidiary or Affiliate of any Originator, if applicable); (ii) to the extent that it shares the same officers or other employees as any of its Shareholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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 it jointly contracts with any of its Shareholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s 's length basis; (iv) maintain office space separate from the office space of any Originator and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s 's Affiliates). To the extent that the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding regular and special Shareholders’ ' and directors, meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;; and (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and (y) comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”.

Separate Company Existence. (i) maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of the Company will not be diverted to any other Person or for other than uses of the Company, and will not commingle such funds with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or and the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m); (ii) to the extent that it shares the same officers or other employees as any of its Shareholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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 it jointly contracts with any of its Shareholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (iv) maintain office space separate from the office space of any Originator and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s Affiliates). To the extent that the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, holding regular and special Shareholders’ and directors, meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof; (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and (y) comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager Director and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent ManagerDirector” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent ManagerDirector”.

Separate Company Existence. (ia) Except as set forth in the Transaction Documents, maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions the Company and ensure that the its funds of the Company will not be diverted to any other Person or for other than uses of the Company, and nor will not commingle such funds be commingled with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m)Company; (iib) to To the extent that it shares the same any officers or other employees as any of its Shareholders or Affiliateswith the Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entitiesit and the Company, and each such entity it and the Company shall bear its their fair share shares of the salary and benefit costs associated with all such common officers and employees; (iiic) to To the extent that it jointly contracts with any of its Shareholders or Affiliates the Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, between it and each such entity the Company and it and the Company shall bear its their fair share shares of such costs. To the extent that the Company it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among such entities for whose the benefit of the goods or services are each is provided, and each such entity it and the Company shall bear its their fair share shares of such costs. All material transactions between it and the Company and any of its AffiliatesCompany, whether currently existing or hereafter entered into, shall be only on an arm’s 's length basis; (ivd) maintain Maintain office space separate from the office space of any Originator and its Affiliates the Company (but which may be located at the same address as any Originator or one of any Originator’s Affiliatesthe Company). To the extent that it and the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses; (ve) issue separate Issue financial statements prepared not less frequently than annually and prepared in accordance with GAAPseparate from any financial statements issued by the Company; (vif) conduct Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding regular and special Shareholders’ members' and directors, ' meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (viig) except to the extent expressly provided for any of Except as set forth in the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;Company; and (viiih) takeTake, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified True Sale Bankruptcy Opinion Provisions remain true and correct with respect to the Company) and (y) to comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such provisions that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability are applicable to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”it.

Separate Company Existence. (i) maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of the Company will not be diverted to any other Person or for other than uses of the Company, and will not commingle such funds with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and shall not on a regular basis, preclude Collections are from inadvertently being commingled with an any Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not or preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m26.3(l); (ii) to the extent that it shares the same officers or other employees as any of its Shareholders members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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 it jointly contracts with any of its Shareholders members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (iv) maintain office space separate from the office space of any Originator and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s Affiliates). To the extent that the Company and any of its Shareholders members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, holding regular and special Shareholdersmembers’ and directors, managers meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof; (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and (y) comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating limited liability company agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating limited liability company agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director manager that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”, provided that the prior written consent of the Administrative Agent shall be required for such replacement or appointment if such designated Person only satisfies the criteria set forth in sub-clause (i) of the definition of “Independent Manager”.

Separate Company Existence. (ia) maintain Maintain its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutions the Company and ensure that the its funds of the Company will not be diverted to any other Person or for other than uses of the Company, and nor will not commingle such funds be commingled with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m)Company; (iib) to To the extent that it shares the same any officers or other employees as any of its Shareholders or Affiliateswith the Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entitiesit and the Company, and each such entity it and the Company shall bear its their fair share shares of the salary and benefit costs associated with all such common officers and employees; (iiic) to To the extent that it jointly contracts with any of its Shareholders or Affiliates the Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, between it and each such entity the Company and it and the Company shall bear its their fair share shares of such costs. , To the extent that the Company it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among such entities for whose the benefit of the goods or services are each is provided, and each such entity it and the Company shall bear its their fair share shares of such costs. All material transactions between it and the Company and any of its AffiliatesCompany, whether currently existing or hereafter entered into, shall be only on an arm’s aim's length basis; (ivd) maintain Maintain office space separate from the office space of any Originator and its Affiliates the Company (but which may be located at the same address as any Originator or one of any Originator’s Affiliatesthe Company). To the extent that it and the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses; (ve) issue separate Issue financial statements prepared not less frequently than annually and prepared in accordance with GAAPseparate from any financial statements issued by the Company; (vif) conduct Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding regular and special Shareholders’ members' and directors, ' meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (viig) except to the extent expressly provided for any of Except as set forth in the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;Company; and (viiih) takeTake, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order (i) to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified True Sale Bankruptcy Opinion Provisions remain true and correct with respect to the Company) and (yii) to comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such provisions that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability are applicable to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”it.

Separate Company Existence. (ia) Except as set forth in the Transaction Documents, maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions the Company and ensure that the its funds of the Company will not be diverted to any other Person or for other than uses of the Company, and nor will not commingle such funds be commingled with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m)Company; (iib) to To the extent that it shares the same any officers or other employees as any of its Shareholders or Affiliateswith the Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entitiesit and the Company, and each such entity it and the Company shall bear its their fair share shares of the salary and benefit costs associated with all such common officers and employees; (iiic) to To the extent that it jointly contracts with any of its Shareholders or Affiliates the Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, between it and each such entity the Company and it and the Company shall bear its their fair share shares of such costs. To the extent that the Company it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among such entities for whose the benefit of the goods or services are each is provided, and each such entity it and the Company shall bear its their fair share shares of such costs. All material transactions between it and the Company and any of its AffiliatesCompany, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (ivd) maintain Maintain office space separate from the office space of any Originator and its Affiliates the Company (but which may be located at the same address as any Originator or one of any Originator’s Affiliatesthe Company). To the extent that it and the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses; (ve) issue separate Issue financial statements prepared not less frequently than annually and prepared in accordance with GAAPseparate from any financial statements issued by the Company; (vif) conduct Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding regular and special Shareholdersmembers’ and directors, ’ meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (viig) except to the extent expressly provided for any of Except as set forth in the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;Company; and (viiih) takeTake, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified True Sale Bankruptcy Opinion Provisions remain true and correct with respect to the Company) and (y) to comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such provisions that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability are applicable to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”it.

Separate Company Existence. (i) maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of the Company will not be diverted to any other Person or for other than uses of the Company, and will not commingle such funds with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m); (ii) to the extent that it shares the same officers or other employees as any of its Shareholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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 it jointly contracts with any of its Shareholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (iv) maintain office space separate from the office space of any Originator and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s Affiliates). To the extent that the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, holding regular and special Shareholders’ and directors, meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof; (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and (y) comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager Director and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent ManagerDirector” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent ManagerDirector”.

Separate Company Existence. (ia) Except as set forth in the Transaction Documents, maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions the Company and ensure that the its funds of the Company will not be diverted to any other Person or for other than uses of the Company, and nor will not commingle such funds be commingled with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and not on a regular basis, Collections are commingled with an Originator’s funds or with an Originator’s funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m)Company; (iib) to To the extent that it shares the same any officers or other employees as any of its Shareholders or Affiliateswith the Company, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entitiesit and the Company, and each such entity it and the Company shall bear its their fair share shares of the salary and benefit costs associated with all such common officers and employees; (iiic) to To the extent that it jointly contracts with any of its Shareholders or Affiliates the Company to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, between it and each such entity the Company and it and the Company shall bear its their fair share shares of such costs. To the extent that the Company it contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Personthe Company, the costs incurred in so doing shall be fairly allocated between it and the Company in proportion to or among such entities for whose the benefit of the goods or services are each is provided, and each such entity it and the Company shall bear its their fair share shares of such costs. All material transactions between it and the Company and any of its AffiliatesCompany, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (ivd) maintain Maintain office space separate from the office space of any Originator and its Affiliates the Company (but which may be located at the same address as any Originator or one of any Originator’s Affiliatesthe Company). To the extent that it and the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses; (ve) issue separate Issue financial statements prepared not less frequently than annually and prepared in accordance with GAAPseparate from any financial statements issued by the Company; (vif) conduct Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding regular and special Shareholdersmembers’ and directors, ’ meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (viig) except to the extent expressly provided for any of Except as set forth in the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;Company; and (viiih) takeTake, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified True Sale Bankruptcy Opinion Provisions remain true and correct with respect to the Company) and (y) to comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such provisions that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability are applicable to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”it.

Separate Company Existence. (i) maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of the Company will not be diverted to any other Person or for other than uses of the Company, and will not commingle such funds with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and shall not on a regular basis, preclude Collections are from inadvertently being commingled with an any Originator’s 's funds or with an Originator’s 's funds in the Collection Accounts or the Company Concentration Account for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not or preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m26.3(l); (ii) to the extent that it shares the same officers or other employees as any of its Shareholders members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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 it jointly contracts with any of its Shareholders members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s 's length basis; (iv) maintain office space separate from the office space of any Originator and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s 's Affiliates). To the extent that the Company and any of its Shareholders members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, holding regular and special Shareholders’ and directors, meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof; (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and (y) comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”.

Separate Company Existence. (i) except as set forth in the Transaction Documents, maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and ensure that the funds of the Company will not be diverted to any other Person or for other than uses of the Company, and will not commingle such funds with the funds of any Originator or any Subsidiary or Affiliate of any Originator; provided, however, that (A) the Company shall not be in breach of the foregoing restriction if, as a result of an error and shall not on a regular basis, preclude Collections are from being commingled with an any Originator’s funds or with an Originator’s funds in the Collection Accounts, the Master Collection Accounts or and the Company Concentration Account Accounts for a period of time not to exceed one (1) Local Business Day and (B) the foregoing restriction shall not or preclude the Company from making, in accordance with the Transaction Documents, a distribution to the Contributor in respect of its membership interests in accordance with the provisions of Section 26.3(m2.08(m); (ii) to the extent that it shares the same officers or other employees as any of its Shareholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other 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 it jointly contracts with any of its Shareholders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the Company and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis; (iv) maintain office space separate from the office space of any Originator and its Affiliates (but which may be located at the same address as any Originator or one of any Originator’s Affiliates). To the extent that the Company and any of its Shareholders or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vi) conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary company formalities, including, holding regular and special Shareholders’ and directors, meetings appropriate to authorize all company action, keeping separate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) except to the extent expressly provided for any of the Transaction Documents, not assume or guarantee any of the liabilities of an Originator, the Master Servicer or any Affiliate thereof;; and (viii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions and in the Specified True Sale Opinion Provisions remain true and correct and (y) comply with those procedures described in such provisions; and (ix) maintain its constitutive documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or operating agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including Sections 26.1(i) and 26.2(h)(vii); and (B) its operating agreement, at all times that this Agreement is in effect, provides for (1) not less than thirty (30) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Manager and (2) the condition precedent to giving effect to such replacement or appointment that the Company certify that the designated Person satisfies the criteria set forth in the definition of “Independent Manager” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition of “Independent Manager”.