Common use of Separate Entity Existence Clause in Contracts

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm’s length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Xxxxx Winston & Xxxxxxx Xxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and manager/directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “"true sale” " and “"substantive consolidation” nonconsolidation" opinions of Xxxxxxx Xxxx & Xxxxx & Xxxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “"true sale” " and “"substantive consolidation” " opinions of Xxxxx Winston & Xxxxxxx LLP Xxxxxx delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Xxxxx Fxxxx & Xxxxxxx Lxxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and manager/directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “"true sale” " and “substantive "nonsubstantive consolidation” " opinions of Xxxxx & Xxxxxxx LLP [ ] delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Xxxxx & Xxxxxxx FisherBroyles, LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm’s length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Xxxxx Winston & Xxxxxxx LLP Xxxxxx delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’sarm's-length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and manager/directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “"true sale” " and “"substantive consolidation” nonconsolidation" opinions of Xxxxxxx Xxxx & Xxxxx & Xxxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. (i) The Trust Depositor shall: (iA) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (iiB) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiC) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’sarm's-length basis. (ivD) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (vE) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and manager/directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viii) Take The Depositor, is and at all times since its organization has been operated in such a manner that it would not be substantively consolidated with CFUSA, the Servicer or refrain from taking or engaging in, as applicable, each the Trust and such that the separate existence of any of the actions Depositor, CFUSA, the Servicer or activities specified the Trust would not be disregarded in the “true sale” event of a bankruptcy or insolvency of the Depositor, CFUSA, the Servicer or the Trust, and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on in such regard: (A) the Closing Date Depositor shall not (1) dissolve or liquidate, in whole or in part or (2) merge or consolidate with or into any related certificate delivered other entity, or convey or transfer all or substantially all of its properties and assets to any other entity except in connection therewithcompliance with this Agreement and the Indenture. (B) the Depositor is not involved in the day-to-day management of CFUSA, the Servicer or the Trust: (C) the Depositor maintains separate records and books of account from CFUSA and the Servicer and the Trust and otherwise observes formalities under its charter and as required by law; (D) the financial statements and books and records of the Depositor will reflect the separate existence of CFUSA, the Servicer and the Trust; (E) the Depositor maintains its assets separately from the assets of CFUSA, the Servicer and the Trust (including through the maintenance of a separate bank account), upon which the conclusions expressed therein Depositor's funds and assets, and records relating thereto, have not been and are basednot commingled with those of CFUSA, the Servicer and the Trust (except temporarily as otherwise permitted hereby), transactions between CFUSA, the Depositor and the Servicer are generally reflective of arm's length transactions, and the separate creditors of CFUSA, the Servicer and the Trust will be entitled to be satisfied out of the respective assets of CFUSA, the Servicer and the Trust prior to any value in the Servicer or the Trust becoming available to the Servicer's or the Trust's equityholders or the Depositor's creditors; (F) all business correspondence of the Depositor and other communications are conducted in the Depositor's own name and on its own stationery; and (G) neither CFUSA, the Servicer nor the Trust acts as an agent of the Depositor in any capacity and the Depositor does not act as agent for the Servicer or the Trust, but instead presents itself to the public as an entity separate from the Servicer and the Trust.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “"true sale” " and “"substantive consolidation” " opinions of Xxxxx Winston & Xxxxxxx Xxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. (i) The Trust Depositor shall: (iA) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (iiB) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiC) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (ivD) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (vE) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and manager/directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viii) Take The Depositor, is and at all times since its organization has been operated in such a manner that it would not be substantively consolidated with CFUSA or refrain from taking or engaging in, as applicable, each the Trust and such that the separate existence of any of the actions Depositor, CFUSA or activities specified the Trust would not be disregarded in the “true sale” event of a bankruptcy or insolvency of the Depositor, CFUSA or the Trust, and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on in such regard: (A) the Closing Date Depositor shall not (1) dissolve or liquidate, in whole or in part or (2) merge or consolidate with or into any related certificate delivered other entity, or convey or transfer all or substantially all of its properties and assets to any other entity except in compliance with this Agreement and the Indenture. (B) the Depositor is not involved in the day-to-day management of CFUSA or the Trust: (C) the Depositor maintains separate records and books of account from CFUSA and the Trust and otherwise observes formalities under its charter and as required by law; (D) the financial statements and books and records of the Depositor will reflect the separate existence of CFUSA and the Trust except to the extent that the Depositor’s financial and operating results are consolidated with those of its ultimate parent company in consolidated financial statements; (E) the Depositor maintains its assets separately from the assets of CFUSA and the Trust (including through the maintenance of a separate bank account), the Depositor’s funds and assets, and records relating thereto, have not been and are not commingled with those of CFUSA and the Trust (except temporarily as otherwise permitted hereby), transactions between CFUSA and the Depositor are generally reflective of arm’s length transactions; (F) all business correspondence of the Depositor and other communications are conducted in the Depositor’s own name and on its own stationery (although in connection therewithwith certain advertising and marketing, the Depositor may be identified as a subsidiary of CIT Group Inc.); and (G) neither CFUSA nor the Trust acts as an agent of the Depositor in any capacity and the Depositor does not act as agent for the Servicer or the Trust, upon which but instead presents itself to the conclusions expressed therein are basedpublic as an entity separate from the Servicer and the Trust.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles Certificate of Incorporation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “"true sale” " and “substantive "nonsubstantive consolidation” " opinions of Xxxxx Winston & Xxxxxxx LLP Xxxxxx delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. (i) The Trust Depositor shall: (iA) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (iiB) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiC) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (ivD) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (vE) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and manager/directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viii) Take The Depositor, is and at all times since its organization has been operated in such a manner that it would not be substantively consolidated with [_________] or refrain from taking or engaging in, as applicable, each the Trust and such that the separate existence of any of the actions Depositor, [_________] or activities specified the Trust would not be disregarded in the “true sale” event of a bankruptcy or insolvency of the Depositor, [_________] or the Trust, and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on in such regard: (A) the Closing Date Depositor shall not (1) dissolve or liquidate, in whole or in part or (2) merge or consolidate with or into any related certificate delivered other entity, or convey or transfer all or substantially all of its properties and assets to any other entity except in connection therewithcompliance with this Agreement and the Indenture. (B) the Depositor is not involved in the day-to-day management of [_________] or the Trust: (C) the Depositor maintains separate records and books of account from [_________] and the Trust and otherwise observes formalities under its charter and as required by law; (D) the financial statements and books and records of the Depositor will reflect the separate existence of [_________] and the Trust except to the extent that the Depositor’s financial and operating results are consolidated with those of its ultimate parent company in consolidated financial statements; (E) the Depositor maintains its assets separately from the assets of [_________] and the Trust (including through the maintenance of a separate bank account), upon which the conclusions expressed therein Depositor’s funds and assets, and records relating thereto, have not been and are basednot commingled with those of [_________] and the Trust (except temporarily as otherwise permitted hereby), transactions between [_________] and the Depositor are generally reflective of arm’s length transactions; (F) all business correspondence of the Depositor and other communications are conducted in the Depositor’s own name and on its own stationery; and (G) neither [_________] nor the Trust acts as an agent of the Depositor in any capacity and the Depositor does not act as agent for the Servicer or the Trust, but instead presents itself to the public as an entity separate from the Servicer and the Trust.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm’s length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and manager/directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidationnonconsolidation” opinions of Xxxxxxx Xxxx & Xxxxx & Xxxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. (i) The Trust Depositor shall: (iA) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (iiB) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiC) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (ivD) To Ensure that, to the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (vE) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and manager/directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viii) Take The Depositor is and at all times since its organization has been operated in such a manner that it would not be substantively consolidated with CFUSA or refrain the Trust and such that the separate existence of any of the Depositor, CFUSA or the Trust would not be disregarded in the event of a bankruptcy or insolvency of the Depositor, CFUSA or the Trust, and in such regard: (A) the Depositor shall not (1) dissolve or liquidate, in whole or in part or (2) merge or consolidate with or into any other entity, or convey or transfer all or substantially all of its properties and assets to any other entity except in compliance with this Agreement and the Indenture. (B) the Depositor is not involved in the day-to-day management of CFUSA or the Trust: (C) the Depositor maintains separate records and books of account from taking or engaging inCFUSA and the Trust and otherwise observes formalities under its charter and as required by law; (D) the financial statements and books and records of the Depositor will reflect the separate existence of CFUSA and the Trust except to the extent that the Depositor’s financial and operating results are consolidated with those of its ultimate parent company in consolidated financial statements; (E) the Depositor maintains its assets separately from the assets of CFUSA and the Trust (including through the maintenance of a separate bank account), the Depositor’s funds and assets, and records relating thereto, have not been and are not commingled with those of CFUSA and the Trust (except temporarily as otherwise permitted hereby, transactions between CFUSA and the Depositor are generally reflective of arm’s length transactions; (F) all business correspondence of the Depositor and other communications are conducted in the Depositor’s own name and on its own stationery (although in connection with certain advertising and marketing, the Depositor may be identified as a subsidiary of CIT Group Inc.); and (G) neither CFUSA nor the Trust acts as an agent of the Depositor in any capacity (except with respect to CFUSA in its capacity as Servicer, as applicableset forth in this Agreement, each of the actions or activities specified in its capacity as Administrator, as set forth in the “true sale” Administration Agreement and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on in its capacity as servicer in transactions permitted by the Closing Date (proviso to Section 6.07) and the Depositor does not act as agent for the Servicer or in any related certificate delivered in connection therewith)the Trust, upon which but instead presents itself to the conclusions expressed therein are basedpublic as an entity separate from the Servicer and the Trust.

Separate Entity Existence. The Trust Depositor Issuer shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor Issuer will not be diverted to any other Person or for other than authorized uses of the Trust DepositorIssuer. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead 60 66 expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor Issuer contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor Issuer and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor Issuer and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles certificate of Incorporation, formation or its limited liability company agreement and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ members' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actionsmeetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging intaking, as applicable, each of the actions or activities specified in the “true sale” and “"substantive consolidation” opinions " opinion of Xxxxx & Xxxxxxx LLP delivered Chapxxx xxx Cutlxx, xxlivered on the Closing Date (or in any related certificate delivered in connection therewith)Date, upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholders’ members' and manager/directors’ ' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “"true sale” " and “substantive "nonsubstantive consolidation” " opinions of Xxxxx Winston & Xxxxxxx LLP Xxxxxx delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor Issuer shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor Issuer will not be diverted to any other Person or for other than authorized uses of the Trust DepositorIssuer. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members member or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members member or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor Issuer contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor Issuer and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of Issuer, its members member or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles certificate of Incorporation, formation or its limited liability company agreement and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ members' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actionsmeetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging intaking, as applicable, each of the actions or activities specified in the “true sale” and “"substantive consolidation” opinions " opinion of Xxxxx & Xxxxxxx LLP and Xxxxxx, delivered on the Closing Date (or in any related certificate delivered in connection therewith)Date, upon which the conclusions expressed therein are based.

Separate Entity Existence. The Trust Depositor shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-arm’s length basis. (iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified in the “true sale” and “substantive consolidation” opinions of Xxxxx Winston & Xxxxxxx Sxxxxx LLP delivered on the Closing Date (or in any related certificate delivered in connection therewith), upon which the conclusions expressed therein are based.

Separate Entity Existence. (i) The Trust Depositor shall: (iA) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (iiB) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiC) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (ivD) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (vE) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and manager/directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viii) Take The Depositor, is and at all times since its organization has been operated in such a manner that it would not be substantively consolidated with CFUSA or refrain the Trust and such that the separate existence of any of the Depositor, CFUSA or the Trust would not be disregarded in the event of a bankruptcy or insolvency of the Depositor, CFUSA or the Trust, and in such regard: (A) the Depositor shall not (1) dissolve or liquidate, in whole or in part or (2) merge or consolidate with or into any other entity, or convey or transfer all or substantially all of its properties and assets to any other entity except in compliance with this Agreement and the Indenture. (B) the Depositor is not involved in the day-to-day management of CFUSA or the Trust: (C) the Depositor maintains separate records and books of account from taking or engaging inCFUSA and the Trust and otherwise observes formalities under its charter and as required by law; (D) the financial statements and books and records of the Depositor will reflect the separate existence of CFUSA and the Trust except to the extent that the Depositor’s financial and operating results are consolidated with those of its ultimate parent company in consolidated financial statements; (E) the Depositor maintains its assets separately from the assets of CFUSA and the Trust (including through the maintenance of a separate bank account), the Depositor’s funds and assets, and records relating thereto, have not been and are not commingled with those of CFUSA and the Trust (except temporarily as otherwise permitted hereby), transactions between CFUSA and the Depositor are generally reflective of arm’s length transactions; (F) all business correspondence of the Depositor and other communications are conducted in the Depositor’s own name and on its own stationery (although in connection with certain advertising and marketing, the Depositor may be identified as a subsidiary of CIT Group Inc.); and (G) neither CFUSA nor the Trust acts as an agent of the Depositor in any capacity (except with respect to CFUSA in its capacity as Servicer, as applicableset forth in this Agreement, each of the actions or activities specified in its capacity as Administrator, as set forth in the “true sale” Administration Agreement) and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on the Closing Date (Depositor does not act as agent for the Servicer or in any related certificate delivered in connection therewith)the Trust, upon which but instead presents itself to the conclusions expressed therein are basedpublic as an entity separate from the Servicer and the Trust.

Separate Entity Existence. (i) The Trust Depositor shall: (iA) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor. (iiB) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiC) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis. (ivD) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (vE) Conduct its affairs strictly in accordance with its By-laws Limited Liability Company Agreement and Articles its Certificate of IncorporationFormation, and observe all necessary, appropriate and customary corporate limited liability company formalities, including, but not limited to, holding all regular and special stockholdersmembers’ and manager/directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viii) Take The Depositor, is and at all times since its organization has been operated in such a manner that it would not be substantively consolidated with CFUSA, the Servicer or refrain from taking or engaging in, as applicable, each the Trust and such that the separate existence of any of the actions Depositor, CFUSA, the Servicer or activities specified the Trust would not be disregarded in the “true sale” event of a bankruptcy or insolvency of the Depositor, CFUSA, the Servicer or the Trust, and “substantive consolidation” opinions of Xxxxx & Xxxxxxx LLP delivered on in such regard: (A) the Closing Date Depositor shall not (1) dissolve or liquidate, in whole or in part or (2) merge or consolidate with or into any related certificate delivered other entity, or convey or transfer all or substantially all of its properties and assets to any other entity except in connection therewithcompliance with this Agreement and the Indenture. (B) the Depositor is not involved in the day-to-day management of CFUSA, the Servicer or the Trust: (C) the Depositor maintains separate records and books of account from CFUSA and the Servicer and the Trust and otherwise observes formalities under its charter and as required by law; (D) the financial statements and books and records of the Depositor will reflect the separate existence of CFUSA, the Servicer and the Trust; (E) the Depositor maintains its assets separately from the assets of CFUSA, the Servicer and the Trust (including through the maintenance of a separate bank account), upon which the conclusions expressed therein Depositor’s funds and assets, and records relating thereto, have not been and are basednot commingled with those of CFUSA, the Servicer and the Trust (except temporarily as otherwise permitted hereby), transactions between CFUSA, the Depositor and the Servicer are generally reflective of arm’s length transactions, and the separate creditors of CFUSA, the Servicer and the Trust will be entitled to be satisfied out of the respective assets of CFUSA, the Servicer and the Trust prior to any value in the Servicer or the Trust becoming available to the Servicer’s or the Trust’s equityholders or the Depositor’s creditors; (F) all business correspondence of the Depositor and other communications are conducted in the Depositor’s own name and on its own stationery; and (G) neither CFUSA, the Servicer nor the Trust acts as an agent of the Depositor in any capacity and the Depositor does not act as agent for the Servicer or the Trust, but instead presents itself to the public as an entity separate from the Servicer and the Trust.

Separate Entity Existence. The Trust Depositor Issuer shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor Issuer will not be diverted to any other Person or for other than authorized uses of the Trust DepositorIssuer. (ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members member or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iii) Ensure that, to the extent that it jointly contracts with any of its members member or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor Issuer contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor Issuer and any of its Affiliates shall be only on an arm’s-arm's length basis. (iv) To the extent that the Trust Depositor and any of Issuer, its members member or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its By-laws and Articles certificate of Incorporation, formation or its limited liability company agreement and observe all necessary, appropriate and customary corporate company formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ members' meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actionsmeetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking or engaging intaking, as applicable, each of the actions or activities specified in the “true sale” and “"substantive consolidation” opinions " opinion of Xxxxx & Xxxxxxx LLP Chapman and Cutler, delivered on the Closing Date (or in any related certificate delivered in connection therewith)Date, upon which the conclusions xoncluxxxxx expressed therein are based.