Common use of Separate Corporate Existence of the Seller Clause in Contracts

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor and each Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activities; (b) At least one member of the Seller’s Board of Directors shall be an Independent Director. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s Board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (r) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Seller. Each WMECO and the Seller Party hereby acknowledges acknowledge that each Investor the Owners and each the Agent are entering into the transactions contemplated hereby by this Agreement in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other AffiliatesWMECO. Therefore, each from and after the date hereof, the Seller Party and WMECO shall take all reasonable steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its AffiliatesWMECO and any other Person, and is not a division of the Master Servicer WMECO or any other Person. Without limiting the foregoinggenerality of the foregoing and in addition to and consistent with the covenant set forth in Section 5.01(a), each the Seller Party will and WMECO shall take such actions and WMECO shall cause the Seller to take such actions, as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate certificate of Incorporation incorporation to purchasing or otherwise acquiring Receivables from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related AssetsWMECO, entering into agreements for the selling and servicing of the such Receivables, selling undivided percentage interests in Receivables Poolhereunder, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (b) At least one member Not less than two members of the Seller’s 's Board of Directors shall be an Independent DirectorDirectors. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s Board of Directors shall be an Independent Director, (ii) the Seller’s 's Board of Directors shall not approve, or take any other action to cause cause, the filing of, commencement of a voluntary bankruptcy petition case or other proceeding with respect to the Seller unless under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless, in each case, all of the Independent Director Directors shall approve the taking of such action in writing prior to the taking of such action. The Independent Directors' fiduciary duty shall be to the Seller (and its creditors) and, (iii) to the extent permitted by applicable law, not to the Seller's shareholders in respect of any decision of the type described in the preceding sentence. In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director, and no act of the Seller requiring the unanimous consent of its Board of Directors shall be taken until a replacement Independent Director shall be employed by a nationally recognized provider have been so selected and elected. The Seller's certificate of corporate or structured finance services, (iv) incorporation shall reflect the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) requirements of this paragraph (b) cannot be amended without the prior written consent of the Independent DirectorSection 5.03(b); (c) The No Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller WMECO or any Affiliate thereofof its Affiliates (other than the Seller); (d) Any employeeAll employees, consultant or agent consultants and agents of the Seller will be compensated from the Seller’s funds 's own bank accounts for services provided to the SellerSeller except as provided herein in respect of fees payable to the Servicer. The Seller will not engage any no agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents Servicer for the Receivables Pool (the parties acknowledge that the Master Receivables, which Servicer will be fully compensated for its services to the Seller by payment of the Servicing Fee), and certain organizational expenses in connection with fees payable to the formation of the SellerServicer hereunder; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Poolits Receivables. The Seller will pay the Master Servicer the Servicing Fee pursuant heretoprovided for herein. The Seller will not incur any material indirect or overhead expenses for items shared with between the Master Servicer (Seller and WMECO or any of its Affiliates (other Affiliate thereofthan the Seller) which are not reflected in the Servicing Feefees payable to the Servicer hereunder. To the extent, if any, that the Seller (and WMECO or any of its Affiliates (other Affiliate thereofthan the Seller) shares share items of expenses not reflected in the Servicing Feefees payable to the Servicer hereunder, for such as legal, auditing and other professional services and directors’ feesservices, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox WMECO shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the this Agreement and each other Transaction DocumentsDocument, including, without limitation, legal, rating commitment, agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by the Seller from its own assets and not by WMECO or any of its Affiliates (other Seller Party or other Affiliate of than the Seller); (g) The Seller will have its own stationerystationery and telephone number; (h) The Seller's books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer WMECO and each of its Affiliates (other Affiliate of than the Seller); (i) Any The Seller will have its own financial statements prepared and any financial statement of WMECO or any Seller Party or Affiliate thereof of its Affiliates (other than the Seller) which are is consolidated to include the Seller will contain detailed notes clearly stating indicating that (iA) all of the Seller’s assets are owned by Seller has acquired the SellerReceivables from WMECO, and (iiB) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of who have purchased and otherwise received ownership and security interests in the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller's assets; (j) The Seller’s 's assets and liabilities will be maintained in a manner that facilitates their identification and segregation from those of WMECO or any of its Affiliates (other than the Master Servicer and the other AffiliatesSeller); (k) Each Affiliate of the The Seller will strictly observe corporate formalities in its dealings with the SellerWMECO and each of its Affiliates, and, except as permitted pursuant to this Agreement with respect to Collections, and funds or other assets of the Seller will not be commingled with those of WMECO or any of its AffiliatesAffiliates (other than the Seller). The Seller shall not maintain joint bank accounts or other depository accounts to which WMECO or any of its Affiliates (other than the Seller) has independent access (other than WMECO in its capacity as Servicer). None of the Seller's funds will at any time be pooled with any funds of WMECO or any of its Affiliates (other than the Seller); (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the The Seller will maintain arm’s 's length relationships with WMECO and each of its Affiliates (other than the Seller, and each Affiliate ). If WMECO or any of its Affiliates (other than the Seller that Seller) renders or otherwise furnishes services or merchandise to the Seller Seller, such Person will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of services. Neither the Seller will beSeller, on the one hand, nor WMECO or any of its Affiliates (other than the Seller), on the other hand, will it be or will hold itself out to be, be responsible for the debts of the Seller other or the decisions or actions in respect of respecting the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereofother; and (rm) The Seller, on the one hand, Seller and WMECO will each Originator, on the other hand, will hold itself themselves out to the public as separate entities and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingname.

Separate Corporate Existence of the Seller. Each The Seller Party hereby acknowledges that each Investor and each Agent the parties to the Transaction Documents are entering into the transactions contemplated hereby by the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from Cartus and the Master Servicer other Cartus Persons. From and its other Affiliates. Thereforeafter the date hereof until the Final Payout Date, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted conduct its business in its Certificate of Incorporation office space allocated to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool it and Related Assets, entering into agreements for the selling which it pays an appropriate rent and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activitiesoverhead allocation; (bii) At least The Seller will maintain corporate records and books of account separate from those of each Cartus Person and telephone numbers and stationery that are separate and distinct from those of each Cartus Person; (iii) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus Person; (iv) The Seller will strictly observe corporate formalities in its dealings with the public and with each Cartus Person, and funds or other assets of the Seller will not be commingled with those of any Cartus Person. The Seller will at all times, in its dealings with the public and with each Cartus Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus Person. The Seller will not maintain joint bank accounts or other depository accounts to which any Cartus Person (other than the Servicer) has independent access; (v) The duly elected board of directors of the Seller and duly appointed officers of the Seller will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Seller; (vi) Not less than one member of the Seller’s Board board of Directors shall directors will be an Independent Director. The Seller will observe those provisions in its certificate of incorporation of the Seller shall that provide that (i) at least one member of the Seller’s Board board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall and all other members of the Seller’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (cvii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated compensate each of its employees, consultants and agents from the Seller’s own funds for services provided to the Seller. ; and (viii) The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, be responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (r) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingCartus Person.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor the Purchaser and each Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (b) At least one member of the Seller’s 's Board of Directors shall be an Independent Director. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s 's Board of Directors shall be an Independent Director, (ii) the Seller’s 's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, action and (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (ivii) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated from the Seller’s 's funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s 's assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s 's assets prior to any value in the Seller becoming available to the Seller’s 's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s 's length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, shareholders or (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Sellerentity. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rq) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor Purchaser and each the Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents Agent to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer Cadmus or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate Articles of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (bii) At least Not less than one member of the Seller’s 's Board of Directors (the "Independent Director") shall be an Independent Directorindividual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Cadmus or any of its Affiliates. The certificate of incorporation of the Seller shall provide that (ia) at least one member of the Seller’s 's Board of Directors shall be an Independent Director, (iib) the Seller’s 's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, action and (vc) the provisions requiring an Independent Director independent director and the provisions provision described in clauses (i), (ii), (iiia) and (ivb) of this paragraph (bii) cannot be amended without the prior written consent of the Independent Director; (ciii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (div) Any employee, consultant or agent of the Seller will be compensated from the Seller’s 's funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer Master Servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that Pool, which the Master Servicer will be fully compensated for its services by payment of the Servicing Servicer's Fee), and certain organizational expenses in connection with the formation of the Seller; (ev) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Servicer's Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer Cadmus (or any other Affiliate thereof) which are not reflected in the Servicing Servicer's Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares share items of expenses not reflected in the Servicing Servicer's Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox Cadmus shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (fvi) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (gvii) The Seller will have its own stationery; (hviii) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer Cadmus and each other Affiliate of the Seller; (iix) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (iA) all of the Seller’s 's assets are owned by the Seller, and (iiB) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s 's assets prior to any value in the Seller becoming available to the Seller’s 's equity holders; and the accounting records and the published financial statements of the Originators each Originator will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators such Originator to the Seller; (jx) The Seller’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (kxi) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (lxii) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Liquidation Event, Collections may (following receipt Cadmus, in the Lockbox Accounts) be deposited into general accounts of the its capacity as Master Servicer, Servicer and subject to the obligations of the Master Servicer hereunder, may manage Collections deposited into the Collection Account pursuant to centralized cash management procedures, including depositing Collections into general accounts of Cadmus; (mxiii) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (nxiv) Each Affiliate of the Seller will maintain arm’s 's length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (oxv) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer Cadmus and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (pxvi) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rxvii) The Seller, on the one hand, and each Originatorof the Originators, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor the Purchaser and each Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (b) At least one member of the Seller’s Board of Directors shall be an Independent Director. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s Board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, action and (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (ivii) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, shareholders or (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Sellerentity. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rq) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Seller. Each The Seller Party hereby acknowledges that each Investor and each Agent the parties to the Transaction Documents are entering into the transactions contemplated hereby by the Transaction Documents in reliance upon the Seller’s 's identity as a legal entity separate from CMSC and the Master Servicer other CMS Persons. From and its other Affiliates. Thereforeafter the date hereof until the Final Payout Date, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted conduct its business in its Certificate of Incorporation office space allocated to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool it and Related Assets, entering into agreements for the selling which it pays an appropriate rent and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activitiesoverhead allocation; (bii) At least The Seller will maintain corporate records and books of account separate from those of each CMS Person and telephone numbers and stationery that are separate and distinct from those of each CMS Person; (iii) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of any CMS Person; (iv) The Seller will strictly observe corporate formalities in its dealings with the public and with each CMS Person, and funds or other assets of the Seller will not be commingled with those of any CMS Person. The Seller will at all times, in its dealings with the public and with each CMS Person, hold itself out and conduct itself as a legal entity separate and distinct from each CMS Person. The Seller will not maintain joint bank accounts or other depository accounts to which any CMS Person (other than the Servicer) has independent access; (v) The duly elected board of directors of the Seller and duly appointed officers of the Seller will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Seller; (vi) Not less than one member of the Seller’s Board 's board of Directors shall directors will be an Independent Director. The Seller will observe those provisions in its certificate of incorporation of the Seller shall that provide that (i) at least one member of the Seller’s Board 's board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall and all other members of the Seller's board of directors unanimously approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (cvii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated compensate each of its employees, consultants and agents from the Seller’s 's own funds for services provided to the Seller. ; and (viii) The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, be responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (r) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingCMS Person.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor Purchaser and each the Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents Agent to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer Cadmus or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate Articles of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (bii) At The Seller shall have a board of Directors of at least three (3) members and not less than one member of the Seller’s 's Board of Directors (the "Independent Director") shall be an individual who is not, has not been at any time during the preceding five (5) years: (i) a creditor, supplier, director, officer, employee, family member, manager, or contractor of Cadmus, any Originator or any of their respective Subsidiaries or Affiliates (other than Seller), (ii) a direct, indirect or beneficial owner, excluding de minimus ownership interests, (at the time of such individual's appointment as an Independent Director) of any of the outstanding common shares of Seller, Cadmus, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights, or (iii) a person who controls (whether directly, indirectly or otherwise) Cadmus, any Originator or any of their respective Subsidiaries or Affiliates (other than Seller) or any creditor, supplier, employees, officer, director, associate, material supplier or material customer of Cadmus, any Originator or their respective Subsidiaries or Affiliates (other than Seller). The certificate of incorporation of the Seller shall provide that (ia) at least one member of the Seller’s 's Board of Directors shall be an Independent Director, (iib) the Seller’s 's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, action and (vc) the provisions requiring an Independent Director independent director and the provisions provision described in clauses (i), (ii), (iiia) and (ivb) of this paragraph (bii) cannot be amended without the prior written consent of the Independent Director; (ciii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (div) Any employeeThe Seller shall maintain a sufficient number of employees in light of its contemplated business operations and compensate all employees, consultant or agent of the Seller will be compensated consultants and agents directly, from the Seller’s its own funds for services provided to the SellerSeller by such employees, consultants and agents. The Subject to the first sentence of this clause (iv), the Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer Master Servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that Pool, which the Master Servicer will be fully compensated for its services by payment of the Servicing Servicer's Fee), and certain organizational expenses in connection with the formation of the Seller; (ev) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Servicer's Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer Cadmus (or any other Affiliate thereof) which are not reflected in the Servicing Servicer's Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares share items of expenses not reflected in the Servicing Servicer's Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical fairly and reasonably on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox Cadmus shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (fvi) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the SellerSeller and all of its liabilities will be paid out of its own funds; (gvii) The Seller will have its own stationery, invoices and checks; (hviii) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each any other Affiliate of the SellerPerson; (iix) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (iA) all of the Seller’s 's assets are owned by the Seller, and (iiB) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s 's assets prior to any value in the Seller becoming available to the Seller’s 's equity holders; and the accounting records and the published financial statements of the Originators each Originator will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators such Originator to the Seller; (jx) The Seller’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (kxi) The Seller will observe all corporate formalities required by its Certificate of Incorporation. Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliatesother Person; (lxii) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Liquidation Event, Collections may (following receipt Cadmus, in the Lockbox Accounts) be deposited into general accounts of the its capacity as Master Servicer, Servicer and subject to the obligations of the Master Servicer hereunder, may manage Collections deposited into the Collection Account pursuant to centralized cash management procedures, including depositing Collections into general accounts of Cadmus; (mxiii) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (nxiv) Each Affiliate of the Seller will maintain arm’s 's length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (oxv) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer Cadmus and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity. The Seller will not (i) guarantee or become obligated for the debts of any other person or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations or securities of its shareholders or Affiliates or (iii) pledge its assets for the benefit of any other Person or make loans or advances to any other Person; (pxvi) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rxvii) The Seller, on the one hand, and each Originatorof the Originators, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingdealing and will correct any known misunderstanding regarding such Person's separate identity; and (xviii) The Seller will maintain adequate capital in light of its contemplated business operations.

Separate Corporate Existence of the Seller. Each of the Seller Party and the Parent hereby acknowledges that the Seller, each Investor Parallel Purchaser and each the Administrative Agent are entering into the transactions contemplated hereby by this Agreement in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each of the Seller Party and the Parent shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s 's identity as such a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its AffiliatesAffiliates and those of any other Person, and is not a division of the Master Servicer any of its Affiliates or any other Person. Without limiting the generality of the foregoing, each of the Seller Party and the Parent will, and will cause its Affiliates to, take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate articles of Incorporation incorporation to purchasing Pool Receivables from each Originator (or otherwise acquiring from other Persons approved in writing by the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related AssetsAdministrative Agent), entering into agreements for the selling and servicing of such Pool Receivables, selling undivided interests in the Pool Receivables Pool, to each Parallel Purchaser and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (bii) At least one member of the Seller’s 's Board of Directors shall be an Independent Director. The certificate individual who is not a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, customer or supplier of incorporation any of its Affiliates; (iii) No director or officer of the Seller shall provide that (i) at least one member of the Seller’s Board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereofof its Affiliates; (div) Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds 's own bank accounts for services provided to the SellerSeller except as provided in the Receivables Purchase Agreement in respect of the Servicing Fee. The Seller will not engage any no agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents Servicer for the Receivables Pool Receivables, which Servicer (the parties acknowledge that the Master Servicer if an Affiliate) will be fully compensated for its services to the Seller by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (ev) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not may incur any material indirect or overhead expenses for items shared with between the Master Servicer (or Seller and any other Affiliate thereof) of its Affiliates which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for such as legal, auditing and other professional services and directors’ feesservices, but such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services renderedcost, it being understood that Lennox each of the Originators and the Parent shall jointly and severally pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency including legal and other fees; (fvi) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Sellerits Affiliates; (gvii) The Seller will have its own stationeryseparate telephone number, stationery and bank checks signed by it and in its own name and, if it uses premises leased, owned or occupied by any of its Affiliates, its portion of such premises will be defined and separately identified and it will pay such other Affiliates reasonable compensation for the use of such premises; (hviii) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Sellerits Affiliates; (iix) Any financial statements The assets of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer its Affiliates; and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any each of its Affiliates; (lx) No Affiliate of the The Seller will shall not maintain joint bank accounts with the Seller any of its Affiliates or other depository accounts with the Seller to which any such Affiliate of its Affiliates (other than O&M Medical (or any of its Affiliates) in its capacity as the Master Servicer hereunder under the Purchase and Sale Agreement or under the Sale Receivables Purchase Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (mxi) No Affiliate of the The Seller shallshall not, directly or indirectly, name the Seller or be named and shall not enter into any agreement to name the Seller be named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any other Seller Party or any Affiliate of any other Seller Party unless it pays a proportional share of the Sellerpremium relating to any such insurance policy; (nxii) Each Affiliate of the The Seller will maintain arm’s arm's-length relationships with the Seller, and each Affiliate of the Seller its Affiliates. Any of its Affiliates that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise;; and (oxiii) No Affiliate of Neither the Seller will beSeller, on the one hand, nor any of its Affiliates, on the other hand, will it be or will hold itself out to be, be responsible for the debts of the Seller other or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity;other. (pxiv) The Seller will hold regular duly noticed meetings of its board of directors Every representation and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments warranty of the Seller will be continuously maintained as official records by and the Seller; (q) The Seller will not participate Parent contained in the management Officer's Certificates delivered in connection with the opinion of any other Seller Party or any Affiliate thereofHunton & Williams pursuant to Section 1(j) of Exhibit II of the Xxxxxxxbles Purchase Agreement (the "Certificate"), a true copy of which Certificate is attached hereto as Annex C, is true and correct in all material respects as of the date hereof; and (r) The Seller, on the one hand, and each Originator, on of the Seller and the Parent shall comply with all of its respective covenants and other hand, will hold itself out to obligations set forth in the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingCertificate.

Separate Corporate Existence of the Seller. Each of the Seller Party and the Parent hereby acknowledges that each Investor the Seller, the Issuer and each Agent the Administrator are entering into the transactions contemplated hereby by the Purchase and Sale Agreement and by the Receivables Purchase Agreement in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each of the Seller Party and the Parent shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s 's identity as such a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its AffiliatesAffiliates and those of any other Person, and is not a division of the Master Servicer any of its Affiliates or any other Person. Without limiting the generality of the foregoing, each of the Seller Party and the Parent will, and will cause its Affiliates to, take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate articles of Incorporation incorporation to purchasing Pool Receivables from each Originator (or otherwise acquiring from other Persons approved in writing by the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related AssetsAdministrator), entering into agreements for the selling and servicing of such Pool Receivables, selling undivided interests in the Pool Receivables Pool, to the Issuer and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (bii) At least one member of the Seller’s 's Board of Directors shall be an Independent Director. The certificate individual who is not a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, customer or supplier of incorporation any of its Affiliates; (iii) No director or officer of the Seller shall provide that (i) at least one member of the Seller’s Board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereofof its Affiliates; (div) Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds 's own bank accounts for services provided to the SellerSeller except as provided in the Receivables Purchase Agreement in respect of the Servicing Fee. The Seller will not engage any no agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents Servicer for the Receivables Pool Receivables, which Servicer (the parties acknowledge that the Master Servicer if an Affiliate) will be fully compensated for its services to the Seller by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (ev) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not may incur any material indirect or overhead expenses for items shared with between the Master Servicer (or Seller and any other Affiliate thereof) of its Affiliates which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for such as legal, auditing and other professional services and directors’ feesservices, but such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services renderedcost, it being understood that Lennox each of the Originators and the Parent shall jointly and severally pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency including legal and other fees; (fvi) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Sellerits Affiliates; (gvii) The Seller will have its own stationeryseparate telephone number, stationery and bank checks signed by it and in its own name and, if it uses premises leased, owned or occupied by any of its Affiliates, its portion of such premises will be defined and separately identified and it will pay such other Affiliates reasonable compensation for the use of such premises; (hviii) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Sellerits Affiliates; (iix) Any financial statements The assets of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer its Affiliates; and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any each of its Affiliates; (lx) No Affiliate of the The Seller will shall not maintain joint bank accounts with the Seller any of its Affiliates or other depository accounts with the Seller to which any such Affiliate of its Affiliates (other than O&M Medical (or any of its Affiliates) in its capacity as the Master Servicer hereunder under the Purchase and Sale Agreement or under the Sale Receivables Purchase Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (mxi) No Affiliate of the The Seller shallshall not, directly or indirectly, name the Seller or be named and shall not enter into any agreement to name the Seller be named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any other Seller Party or any Affiliate of any other Seller Party unless it pays a proportional share of the Sellerpremium relating to any such insurance policy; (nxii) Each Affiliate of the The Seller will maintain arm’s arm's-length relationships with the Seller, and each Affiliate of the Seller its Affiliates. Any of its Affiliates that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise;; and (oxiii) No Affiliate of Neither the Seller will beSeller, on the one hand, nor any of its Affiliates, on the other hand, will it be or will hold itself out to be, be responsible for the debts of the Seller other or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity;other. (pxiv) The Seller will hold regular duly noticed meetings of its board of directors Every representation and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments warranty of the Seller will be continuously maintained as official records by and the Seller; (q) The Seller will not participate Parent contained in the management Officer's Certificates delivered in connection with the opinion of any other Seller Party or any Affiliate thereofHunton & Xxxxxxxx pursuant to Section 1(j) of Exhibit II of this Agreement (the "Certificate"), a true copy of which Certificate is attached hereto as Annex D, is true and correct in all material respects as of the date hereof; and (r) The Seller, on the one hand, and each Originator, on of the Seller and the Parent shall comply with all of its respective covenants and other hand, will hold itself out to obligations set forth in the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingCertificate.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor the Purchaser and each the Administrative Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents Administrative Agent to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer Servicer, any of the Originators or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (b) At least Not less than one member of the Seller’s 's Board of Directors (the "Independent Directors") shall be an Independent Directorindividual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of the Master Servicer or any of its Affiliates. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s 's Board of Directors shall be an Independent Director, (ii) the Seller’s 's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless a unanimous vote of the Seller's Board of Directors (which vote shall include the affirmative vote of each Independent Director Director) shall approve the taking of such action in writing prior to the taking of such action, action and (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director independent director and the provisions provision described in clauses (i), (ii), (iii) and (ivii) of this paragraph (b) cannot be amended without the prior written consent of the each Independent Director; (c) The No Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated from the Seller’s 's funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that Pool, which the Master Servicer will be fully compensated for its services by payment of the Servicing Servicer's Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Servicer's Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Servicer's Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares share items of expenses not reflected in the Servicing Servicer's Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox the Master Servicer shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (iA) all of the Seller’s 's assets are owned by the Seller, and (iiB) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s 's assets prior to any value in the Seller becoming available to the Seller’s 's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master a Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to so long as the Administrative Agent has not requested segregation of such amounts upon the occurrence and during the continuation of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s 's length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rq) The Seller, on the one hand, and each Originatorof the Originators, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name (except that the Originators and the Participating Divisions may conduct business in such trade names disclosed pursuant to the Sale Agreement) and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Seller. Each The Seller Party hereby acknowledges that each Investor and each Agent the parties to the Transaction Documents are entering into the transactions contemplated hereby by the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from CMSC and the Master Servicer other CMS Persons. From and its other Affiliates. Thereforeafter the date hereof until the Final Payout Date, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted conduct its business in its Certificate of Incorporation office space allocated to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool it and Related Assets, entering into agreements for the selling which it pays an appropriate rent and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activitiesoverhead allocation; (bii) At least The Seller will maintain corporate records and books of account separate from those of each CMS Person; (iii) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of any CMS Person; (iv) The Seller will strictly observe corporate formalities in its dealings with the public and with each CMS Person, and funds or other assets of the Seller will not be commingled with those of any CMS Person. The Seller will at all times, in its dealings with the public and with each CMS Person, hold itself out and conduct itself as a legal entity separate and distinct from each CMS Person. The Seller will not maintain joint bank accounts or other depository accounts to which any CMS Person (other than the Servicer) has independent access; (v) The duly elected board of directors of the Seller and duly appointed officers of the Seller will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Seller; (vi) Not less than one member of the Seller’s Board board of Directors shall directors will be an Independent Director. The Seller will observe those provisions in its certificate of incorporation of the Seller shall that provide that (i) at least one member of the Seller’s Board board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall and all other members of the Seller’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (cvii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated compensate each of its employees, consultants and agents from the Seller’s own funds for services provided to the Seller. ; and (viii) The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, be responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (r) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingCMS Person.

Separate Corporate Existence of the Seller. Each The Seller Party hereby acknowledges that each Investor and each Agent the parties to the Transaction Documents are entering into the transactions contemplated hereby by the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from Cartus and the Master Servicer other CMS Persons. From and its other Affiliates. Thereforeafter the date hereof until the Final Payout Date, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted conduct its business in its Certificate of Incorporation office space allocated to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool it and Related Assets, entering into agreements for the selling which it pays an appropriate rent and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activitiesoverhead allocation; (bii) At least The Seller will maintain corporate records and books of account separate from those of each CMS Person; (iii) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of any CMS Person; (iv) The Seller will strictly observe corporate formalities in its dealings with the public and with each CMS Person, and funds or other assets of the Seller will not be commingled with those of any CMS Person except as permitted by the Transaction Documents. The Seller will at all times, in its dealings with the public and with each CMS Person, hold itself out and conduct itself as a legal entity separate and distinct from each CMS Person. The Seller will not maintain joint bank accounts or other depository accounts to which any CMS Person (other than the Servicer) has independent access; (v) The duly elected board of directors of the Seller and duly appointed officers of the Seller will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Seller; (vi) Not less than one member of the Seller’s Board board of Directors shall directors will be an Independent Director. The Seller will observe those provisions in its certificate of incorporation of the Seller shall that provide that (i) at least one member of the Seller’s Board board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall and all other members of the Seller’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (cvii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated compensate each of its employees, consultants and agents from the Seller’s own funds for services provided to the Seller. ; and (viii) The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, be responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (r) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingCMS Person.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor the Purchaser and each the Administrative Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents Administrative Agent to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (b) At least one member of the Seller’s 's Board of Directors (the "Independent Director") shall be an Independent Directorindividual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of any Seller Party or any of its Affiliates. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s 's Board of Directors shall be an Independent Director, (ii) the Seller’s 's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, action and (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (ivii) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated from the Seller’s 's funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s 's assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s 's assets prior to any value in the Seller becoming available to the Seller’s 's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s 's length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rq) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor the Purchaser and each the Administrative Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents Administrative Agent to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (b) At least one member of the Seller’s 's Board of Directors (the "INDEPENDENT DIRECTOR") shall be an Independent Directorindividual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of any Seller Party or any of its Affiliates. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s 's Board of Directors shall be an Independent Director, (ii) the Seller’s 's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, action and (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses CLAUSES (i), (ii), (iii) and (ivii) of this paragraph PARAGRAPH (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated from the Seller’s 's funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s 's assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s 's assets prior to any value in the Seller becoming available to the Seller’s 's equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s 's length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rq) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor the Purchaser and each Agent the Administrator are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents Administrator to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer Servicer, any of the Originators or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (a) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activities; (b) At least one member of the Seller’s Board of Directors shall be an Independent Director. The certificate of incorporation of the Seller shall provide that (i) at least one member of the Seller’s Board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (c) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller;will: (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with Maintain its own deposit account or accounts, separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of any Affiliate, with commercial banking institutions and ensure that the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be diverted to any other Person or for other than corporate uses of the Seller, nor will such funds be commingled with those the funds of any Originator or any Subsidiary or Affiliate of any Originator; (ii) To the extent that it shares the same officers or other employees as any of its stockholders 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; (liii) No Affiliate To the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expense, the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any costs incurred in so doing shall be allocated fairly among such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Sellerentities, and each Affiliate such entity shall bear its fair share of such costs. To the extent that the Seller that renders contracts or otherwise furnishes does business with vendors or service providers where the goods and services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets provided are partially for the benefit of any other Affiliate, 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 Seller and any of its Affiliates, whether currently existing or make any loans or advances to any other entity or hereafter entered into, shall be only on an arm's length basis; (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and To the extent that the Seller will immediately correct and any known misrepresentation with respect to of its stockholders or Affiliates have offices in the foregoing same location, overhead costs shall be allocated fairly among them, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entitysuch entity shall bear its fair share of such expenses; (pv) The Seller will hold regular duly noticed meetings of its board of directors Issue separate financial statements prepared not less frequently than quarterly and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Sellerprepared in accordance with GAAP; (qvi) The Seller will not participate Conduct its affairs strictly in the management accordance with its certificate of any other Seller Party or any Affiliate thereof; and (r) The Sellerincorporation and observe all necessary, on the one hand, appropriate and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own customary corporate name and in such a separate manner so as not to mislead others with whom they are dealing.formalities,

Separate Corporate Existence of the Seller. Each The Seller Party hereby acknowledges that each Investor and each Agent the parties to the Transaction Documents are entering into the transactions contemplated hereby by the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from CMSC and the Master Servicer other CMS Persons. From and its other Affiliates. Thereforeafter the date hereof until the Final Payout Date, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted conduct its business in its Certificate of Incorporation office space allocated to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool it and Related Assets, entering into agreements for the selling which it pays an appropriate rent and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activitiesoverhead allocation; (bii) At least The Seller will maintain corporate records and books of account separate from those of each CMS Person and telephone numbers and stationery that are separate and distinct from those of each CMS Person; (iii) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of any CMS Person; (iv) The Seller will strictly observe corporate formalities in its dealings with the public and with each CMS Person, and funds or other assets of the Seller will not be commingled with those of any CMS Person. The Seller will at all times, in its dealings with the public and with each CMS Person, hold itself out and conduct itself as a legal entity separate and distinct from each CMS Person. The Seller will not maintain joint bank accounts or other depository accounts to which any CMS Person (other than the Servicer) has independent access; (v) The duly elected board of directors of the Seller and duly appointed officers of the Seller will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Seller; (vi) Not less than one member of the Seller’s Board board of Directors shall directors will be an Independent Director. The Seller will observe those provisions in its certificate of incorporation of the Seller shall that provide that (i) at least one member of the Seller’s Board board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall and all other members of the Seller’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be amended without the prior written consent of the Independent Director; (cvii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (d) Any employee, consultant or agent of the Seller will be compensated compensate each of its employees, consultants and agents from the Seller’s own funds for services provided to the Seller. ; and (viii) The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with the formation of the Seller; (e) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (f) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (g) The Seller will have its own stationery; (h) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer and each other Affiliate of the Seller; (i) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; (j) The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (k) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (l) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; (m) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (n) Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (o) No Affiliate of the Seller will be, nor will it hold itself out to be, be responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (p) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (r) The Seller, on the one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealingCMS Person.

Separate Corporate Existence of the Seller. Each Seller Party hereby acknowledges that each Investor Purchaser and each the Agent are entering into the transactions contemplated hereby in reliance upon the Seller’s 's identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents Agent to continue the Seller’s 's identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of the Master Servicer Cadmus or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: (ai) The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate Articles of Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such its primary activities; (bii) At least Not less than one member of the Seller’s 's Board of Directors (the "Independent Director") shall be an Independent Directorindividual who is not, and never has been, a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate, material supplier or material customer of Cadmus or any of its Affiliates. The certificate of incorporation of the Seller shall provide that (ia) at least one member of the Seller’s 's Board of Directors shall be an Independent Director, (iib) the Seller’s 's Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal and the grounds therefor, action and (vc) the provisions requiring an Independent Director independent director and the provisions provision described in clauses (i), (ii), (iiia) and (ivb) of this paragraph (bii) cannot be amended without the prior written consent of the Independent Director; (ciii) The Independent Director shall not at any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; (div) Any employee, consultant or agent of the Seller will be compensated from the Seller’s 's funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer Master Servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that Pool, which the Master Servicer will be fully compensated for its services by payment of the Servicing Servicer's Fee), and certain organizational expenses in connection with the formation of the Seller; (ev) The Seller will contract with the Master Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Servicer's Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master Servicer Cadmus (or any other Affiliate thereof) which are not reflected in the Servicing Servicer's Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares share items of expenses not reflected in the Servicing Servicer's Fee, for legal, auditing and other professional services and directors’ ' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Lennox Cadmus shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees; (fvi) The Seller shall at all times be adequately capitalized in light of its contemplated business and the Seller’s 's operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; (gvii) The Seller will have its own stationery; (hviii) The books of account, financial reports and corporate records of the Seller will be maintained separately from those of the Master Servicer Cadmus and each other Affiliate of the Seller; (iix) Any financial statements of any Seller Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (iA) all of the Seller’s 's assets are owned by the Seller, and (iiB) the Seller is a separate corporate entity with its own separate creditors that will be entitled to be satisfied out of the Seller’s 's assets prior to any value in the Seller becoming available to the Seller’s 's equity holders; and the accounting records and the published financial statements of the Originators each Originator will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators such Originator to the Seller; (jx) The Seller’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of the Master Servicer and the other Affiliates; (kxi) Each Affiliate of the Seller will strictly observe corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; (lxii) No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that PROVIDED THAT prior to the occurrence of a Credit Liquidation Event, Collections may (following receipt Cadmus, in the Lockbox Accounts) be deposited into general accounts of the its capacity as Master Servicer, Servicer and subject to the obligations of the Master Servicer hereunder, may manage Collections deposited into the Collection Account pursuant to centralized cash management procedures, including depositing Collections into general accounts of Cadmus; (mxiii) No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; (nxiv) Each Affiliate of the Seller will maintain arm’s 's length relationships with the Seller, and each Affiliate of the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; (oxv) No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others, (ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any obligation of any Affiliate of Seller. The Master Servicer Cadmus and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity; (pxvi) The Seller will hold regular duly noticed meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other instruments of the Seller will be continuously maintained as official records by the Seller; (q) The Seller will not participate in the management of any other Seller Party or any Affiliate thereof; and (rxvii) The Seller, on the one hand, and each Originatorof the Originators, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing.