Common use of Separate Existence Clause in Contracts

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Xxxx Xxxxx Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit and securities account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinionopinions of counsel delivered in connection with this Agreement and the Transaction Documents relating to “true sale” and “non-consolidation” matters, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement Sale and the Performance GuarantyContribution Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantySale and Contribution Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Sale and Contribution Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent. (viii) Not take or fail to take any action that would be inconsistent with the representations, warranties and covenants of the Borrower set forth in Section 4.1(t) hereof or cause any such representations or warranties to be untrue in any material respect at any time.

Separate Existence. The Borrower Company, and the Sole Member and the Management Committee on behalf of the Company, shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to the proper administration hereof and to permit and effectuate the undertakings contemplated hereby. (ii) Hold itself out to the public and all other persons as a legal entity separate from the Sole Member at all times, and correct any known misunderstandings regarding its separate identity. (iii) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutions. The funds member of the Borrower will not be diverted to any other Person or for other than corporate uses of the BorrowerBEC Affiliated Group. (iiiv) Maintain an arm's length relationship with its Affiliates and the BEC Affiliated Group. (v) Ensure that, to the extent that it shares the same persons as officers or other employees as with the Sole Member or any member of its Affiliatesthe BEC Affiliated Group, the salaries of of, and the expenses related to providing benefits to to, such officers or 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. (iiivi) Ensure Pay all of its operating expenses incurred by it from the assets of the Company, and ensure that, to the extent that it jointly contracts with the Sole Member or any member of its Affiliates the BEC Affiliated Group 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (ivvii) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliatesthe Sole Member and any Affiliate of the BEC Affiliated Group. To the extent that Borrower the Company and the Sole Member or any Affiliate of its Affiliates the BEC Affiliated Group have offices in the same locationcontiguous space, 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. (vviii) Conduct its affairs strictly in accordance with its limited liability company agreement and observe Observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings including meetings of the Management Committee, appropriate to authorize all actionaction on behalf of the Company, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viix) Take or refrain from takingCause to have prepared and filed its own tax returns, if any, as applicablemay be required under applicable law, each to the extent (1) not part of the activities specified a consolidated group filing a consolidated return or assumed in the Xxxxxxxx Xxxxxx Opinionreturns or (2) not treated as a division for tax purposes of another taxpayer, upon which the conclusions expressed therein are basedand pay any taxes so required to be paid under applicable law. (viix) Maintain At all times vest the effectiveness ofmanagement of the Company in the Management Committee and, from and continue to perform under after the Purchase entry into any Sale Agreement and the Performance Guarantyacquisition of any Transition Property, such ensure that it does not amendits Management Committee shall at all times include at least two Independent Directors. (xi) Refrain from commingling its assets with those of the Sole Member or any member of the BEC Affiliated Group (except as contemplated by any Sale Agreement, restateor any servicing agreement or administration agreement entered into in connection therewith). (xii) Refrain from making any loan or advance to, supplementowning, cancelor acquiring any stock or securities of any Person, terminate including the Sole Member, except as permitted in the Basic Documents. (xiii) Act solely in its own name and through its own Officers and agents, and no member of the BEC Affiliated Group shall be appointed to act as agent of the Company, except as expressly contemplated by the Basic Documents. (xiv) Ensure that no member of the BEC Affiliated Group shall advance funds to the Company, or otherwise modify guaranty debts of the Purchase Agreement Company, except as provided in the Basic Documents; PROVIDED, HOWEVER, that prior to the acquisition by the Company of any Transition Property any member of the BEC Affiliated Group may lend or provide funds to the Performance GuarantyCompany in connection with the initial capitalization or organization of the Company or, thereafter as permitted by the Basic Documents, with any subsequent capitalization. (xv) Not enter into any guaranty, or give otherwise become liable, with respect to any consent, waiver, directive or approval thereunder or waive obligation of any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent member of the Administrative Agent BEC Affiliated Group and each Managing Agentnot hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of the Sole Member or any other member of the BEC Affiliated Group. (xvi) Comply with all restrictions on its business and operations as set forth in Sections 2.05 and 2.07.

Separate Existence. The Borrower Company, and the Sole Member and the Management Committee on behalf of the Company, shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to the proper administration hereof and to permit and effectuate the undertakings contemplated hereby. (ii) Hold itself out to the public and all other persons as a legal entity separate from the Sole Member at all times, and correct any known misunderstandings regarding its separate identity. (iii) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutions. The funds member of the Borrower will not be diverted to any other Person or for other than corporate uses of the BorrowerNSTAR Affiliated Group. (iiiv) Maintain an arm’s length relationship with its Affiliates and the NSTAR Affiliated Group. (v) Ensure that, to the extent that it shares the same persons as officers or other employees as with the Sole Member or any member of its Affiliatesthe NSTAR Affiliated Group, the salaries of of, and the expenses related to providing benefits to to, such officers or 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. (iiivi) Ensure Pay all of its operating expenses incurred by it from the assets of the Company, and ensure that, to the extent that it jointly contracts with the Sole Member or any member of its Affiliates the NSTAR Affiliated Group 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (ivvii) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliatesthe Sole Member and any Affiliate of the NSTAR Affiliated Group. To the extent that Borrower the Company and the Sole Member or any Affiliate of its Affiliates the NSTAR Affiliated Group have offices in the same locationcontiguous space, 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. (vviii) Conduct its affairs strictly in accordance with its limited liability company agreement and observe Observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings including meetings of the Management Committee, appropriate to authorize all actionaction on behalf of the Company, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (viix) Take or refrain from takingCause to have prepared and filed its own tax returns, if any, as applicablemay be required under applicable law, each to the extent (1) not part of the activities specified a consolidated group filing a consolidated return or assumed in the Xxxxxxxx Xxxxxx Opinionreturns or (2) not treated as a division for tax purposes of another taxpayer, upon which the conclusions expressed therein are basedand pay any taxes so required to be paid under applicable law. (viix) Maintain At all times vest the effectiveness ofmanagement of the Company in the Management Committee and, from and continue to perform under after the Purchase entry into any Sale Agreement and the Performance Guarantyacquisition of any Transition Property, such ensure that it does not amendits Management Committee shall at all times include at least two Independent Directors. (xi) Refrain from commingling its assets with those of the Sole Member or any member of the NSTAR Affiliated Group (except as contemplated by any Sale Agreement, restateor any servicing agreement or administration agreement entered into in connection therewith). (xii) Refrain from making any loan or advance to, supplementowning, cancelor acquiring any stock or securities of any Person, terminate including the Sole Member, except as permitted in the Basic Documents. (xiii) Act solely in its own name and through its own Officers and agents, and no member of the NSTAR Affiliated Group shall be appointed to act as agent of the Company, except as expressly contemplated by the Basic Documents. (xiv) Ensure that no member of the NSTAR Affiliated Group shall advance funds to the Company, or otherwise modify guaranty debts of the Purchase Agreement Company, except as provided in the Basic Documents; PROVIDED, HOWEVER, that prior to the acquisition by the Company of any Transition Property any member of the NSTAR Affiliated Group may lend or provide funds to the Company in connection with the initial capitalization or organization of the Company or, thereafter as permitted by the Basic Documents, with any subsequent capitalization. (xv) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any member of the NSTAR Affiliated Group and not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of the Sole Member or any other member of the NSTAR Affiliated Group. (xvi) Comply with all restrictions on its business and operations as set forth in Sections 2.5 and 2.7. Failure of the Company, or the Performance GuarantySole Member or Management Committee on behalf of the Company, to comply with any of the foregoing covenants or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under other covenants contained in this Agreement shall not affect the Purchase Agreement status of the Company as a separate legal entity or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent limited liability of the Administrative Agent and each Managing AgentSole Member or the Directors.

Separate Existence. The Borrower Grantee shall: (i) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutionsAffiliate of the Grantee. The Grantee's funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Grantee's use, and, except as may be expressly permitted by this Agreement or the Servicing Agreement, the funds of the BorrowerGrantee shall not be commingled with those of any Affiliate of the Grantee. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 Borrower Grantee contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Borrower the Grantee and any of its Affiliates shall be only on an arm’s arm's-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its members and Affiliates. To the extent that Borrower the Grantee and any of its members or Affiliates have offices in the same locationcontiguous space, 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 limited liability company agreement Operating Agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s members' meetings, and meetings of the Grantee's management committee, appropriate to authorize all actionaction on behalf of the Grantee, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking, as applicable, each Ensure that its management committee (a) shall not include any Person who is also a member of the activities specified or assumed Board of Directors of any of the Grantee's Affiliates and (b) shall at all times include at least two Independent Managers (as such term is defined in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are basedGrantee's Operating Agreement). (vii) Maintain the effectiveness ofAct solely in its own name and through its own authorized managers and agents, and continue no Affiliate of the Grantee shall be appointed to perform under act as agent of the Purchase Agreement and the Performance GuarantyGrantee, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase except as expressly contemplated by this Agreement or the Performance GuarantyServicing Agreement. (viii) Ensure that no Affiliate of the Grantee shall advance funds to the Grantee, or give otherwise guaranty debts of, the Grantee, except as provided in the Grantee's Operating Agreement; PROVIDED, HOWEVER, that an Affiliate of the Grantee may provide funds to the Grantee in connection with capitalization of the Grantee. (ix) Not enter into any consentguaranty, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant become liable, with respect to any indulgence thereunder, without (in each case) the prior written consent obligation of any Affiliate of the Administrative Agent and each Managing AgentGrantee.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower., and the Borrower’s assets will not be commingled with those of any other Person; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s arm’s-length basis.; (iv) Maintain a principal executive its books and administrative office through which its business is conducted records separate from those of any other Person, use separate stationery, invoices, and checks and prepare separate financial statements; (v) Not guarantee or become obligated for the debts of any other Person or hold out its Affiliates. credit as being available to satisfy the obligations of others, and not to pledge its assets for the benefit of any other Person or make any loans or advances to any Person (except as provided in the Transaction Documents); (vi) Not acquire obligations or securities of its members; (vii) Conduct its business in its own name; hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (viii) Maintain adequate capital in light of its contemplated business operations; (ix) To the extent that the Borrower and any of its Affiliates have offices in the same location, there shall be a fair fairly and appropriate allocation of appropriately allocate overhead costs among them, and them (as a result of which each such entity shall bear its fair share of such expenses.); (vx) Conduct its affairs strictly in accordance with its limited liability company agreement agreement, and observe all necessary, appropriate and customary legal formalities, including, but not limited to, including holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, including payroll and transaction accounts.; (vixi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which legal opinion referred to in Sections 3.1(a) with respect to substantive consolidation and sale characterization issues and take such other actions as are reasonably necessary on its part to ensure that the conclusions expressed therein are based.facts and assumptions set forth such opinions or in the certificates accompanying such opinion remain true and correct in all material respects at all times; and (viixii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Facility Agent and each Managing Agentthe Required Lenders.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Proskauer Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower., and the Borrower’s assets will not be commingled with those of any other Person; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis.; (iv) Maintain a principal executive its books and administrative office through which its business is conducted records separate from those of any other Person, use separate stationery, invoices, and checks and prepare separate financial statements; (v) Not guarantee or become obligated for the debts of any other Person or hold out its Affiliates. credit as being available to satisfy the obligations of others, and not to pledge its assets for the benefit of any other Person or make any loans or advances to any Person (except as provided in the Transaction Documents); (vi) Not acquire obligations or securities of its members; (vii) Conduct its business in its own name; hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (viii) Maintain adequate capital in light of its contemplated business operations; (ix) To the extent that the Borrower and any of its 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.; (vx) Conduct its affairs strictly in accordance with its limited liability company agreement agreement, and observe all necessary, appropriate and customary legal formalities, including, but not limited to, including holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, including payroll and transaction accounts.; (vixi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which legal opinion referred to in Sections 3.1(a) with respect to substantive consolidation and sale characterization issues and take such other actions as are reasonably necessary on its part to ensure that the conclusions expressed therein are based.facts and assumptions set forth such opinions or in the certificates accompanying such opinion remain true and correct in all material respects at all times; and (viixii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Facility Agent and each Managing Agentthe Required Lenders and satisfaction of the Rating Condition.

Separate Existence. The Borrower shall: (i) At all times have at least one member of the board of directors of the Borrower who is an Independent Director; provided that in the event of the death of an Independent Director, a replacement Independent Director acceptable to the Administrative Agent shall be appointed within 30 days of such event. (ii) Cause its operating agreement to provide that the directors of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless each Independent Director shall approve the taking of such action in writing prior to the taking of such action. (iii) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (iiiv) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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. (iiiv) Ensure that, to the extent that it jointly contracts with any of its 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (ivvi) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates (but such offices may be at the same location as those of its Affiliates). To the extent that Borrower and any of its 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. (vvii) Conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (viviii) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinionopinion of Xxxxx Xxxxx LLP in respect of substantive consolidation matters, upon which the conclusions expressed therein are based. (viiix) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyCLO Management Contribution Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyCLO Management Contribution Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty CLO Management Contribution Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit and securities account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinionopinions of counsel delivered in connection with this Agreement and the Transaction Documents relating to “true sale” and “non-consolidation” matters, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement Sale and the Performance GuarantyContribution Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantySale and Contribution Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Sale and Contribution Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent. (viii) Not take or fail to take any action that would be inconsistent with the representations, warranties and covenants of the Borrower set forth in Section 4.1(t) hereof or cause any such representations or warranties to be untrue in any material respect at any time.

Separate Existence. The Borrower Grantee shall: (i) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutionsAffiliate of the Grantee. The Grantee's funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Grantee's use, and, except as may be expressly permitted by this Agreement or the Servicing Agreement, the funds of the BorrowerGrantee shall not be commingled with those of any Affiliate of the Grantee. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 Borrower Grantee contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Borrower the Grantee and any of its Affiliates shall be only on an arm’s arm's-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its members and Affiliates. To the extent that Borrower the Grantee and any of its members or Affiliates have offices in the same locationcontiguous space, 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 limited liability company agreement Operating Agreement and Certificate of Formation and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s members' meetings, and meetings of the Grantee's management committee, appropriate to authorize all actionaction on behalf of the Grantee, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. [The Grantee shall hold members' and management committee meetings at least annually.] (vi) Take or refrain from taking, as applicable, each Ensure that its management committee (a) shall not include any Person who is also a member of the activities specified or assumed Board of Directors of any of the Grantee's Affiliates and (b) shall at all times include at least one Independent Manager (as such term is defined in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are basedGrantee's Certificate of Formation). (vii) Maintain the effectiveness ofAct solely in its own name and through its own authorized managers and agents, and continue no Affiliate of the Grantee shall be appointed to perform under act as agent of the Purchase Agreement and the Performance GuarantyGrantee, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase except as expressly contemplated by this Agreement or the Performance GuarantyServicing Agreement. (viii) Ensure that no Affiliate of the Grantee shall advance funds to the Grantee, or give any consentotherwise guaranty debts of, waiverthe Grantee, directive or approval thereunder or waive any default, action, omission or breach under except as provided in the Purchase Grantee's Operating Agreement or Certificate of Formation; PROVIDED, HOWEVER, that an Affiliate of the Performance Guaranty Grantee may provide funds to the Grantee in connection with capitalization of the Grantee. (ix) Not enter into any guaranty, or otherwise grant become liable, with respect to any indulgence thereunder, without (in each case) the prior written consent obligation of any Affiliate of the Administrative Agent and each Managing AgentGrantee.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower., and the Borrower’s assets will not be commingled with those of any other Person; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis.; (iv) Maintain a principal executive its books and administrative office through which its business is conducted records separate from those of any other Person, use separate stationery, invoices, and checks and prepare separate financial statements; (v) Not guarantee or become obligated for the debts of any other Person or hold out its Affiliates. credit as being available to satisfy the obligations of others, and not to pledge its assets for the benefit of any other Person or make any loans or advances to any Person (except as provided in the Transaction Documents); (vi) Not acquire obligations or securities of its members; (vii) Conduct its business in its own name; hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (viii) Maintain adequate capital in light of its contemplated business operations; (ix) To the extent that the Borrower and any of its 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.; (vx) Conduct its affairs strictly in accordance with its limited liability company agreement agreement, and observe all necessary, appropriate and customary legal formalities, including, but not limited to, including holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, including payroll and transaction accounts.; (vixi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which legal opinion referred to in Sections 3.1(a) of the conclusions expressed therein Existing Loan and Servicing Agreement with respect to substantive consolidation and sale characterization issues and take such other actions as are based.reasonably necessary on its part to ensure that the facts and assumptions set forth such opinions or in the certificates accompanying such opinion remain true and correct in all material respects at all times; and (viixii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Facility Agent and each Managing Agentthe Required Lenders and satisfaction of the Rating Condition.

Separate Existence. The Borrower Transferor shall, except as otherwise provided herein or in a Transaction Document: (i) Maintain in full effect its existence, rights and franchises as a corporation under the laws of the state of its organization and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Trust Agreement and any Receivables Purchase Agreement to which it is a party and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit bank account or accounts, separate from those of any AffiliateAffiliate of the Transferor, with commercial banking institutions. The funds of the Borrower Transferor will not be diverted to any other Person or for any other use other than the corporate uses use of the BorrowerTransferor, and, except as may be expressly permitted by this Agreement or any Receivables Purchase Agreement to which it is a party, the funds of the Transferor shall not be commingled with those of any Affiliate of the Transferor or any other Person. (iiiii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its members, managers, or Affiliates, the salaries of and the expenses related to providing benefits to such officers or and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiiv) Ensure that, to the extent that it jointly contracts with any of its members, managers, 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 the entities, and each such entity shall bear its fair share of such costs. To the extent that the Borrower Transferor contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Borrower the Transferor and any of its members, managers, or Affiliates shall be only on an armarm’s-length basis and shall receive the approval of the Transferor’s length basisBoard of Directors including at least one Independent Director (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its Affiliatesmembers, and Affiliates (other than Affiliates that are special purpose bankruptcy remote entities). To the extent that Borrower the Transferor and any of its members, or Affiliates (other than Affiliates that are special purpose bankruptcy remote entities) have offices in the same locationcontiguous space, there shall be a fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. (vvi) Conduct its affairs strictly in accordance with its limited liability company agreement articles of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s directors’ meetings appropriate to authorize all action, keeping separate and accurate records minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based. Regular directors’ meetings shall be held at least annually. (vii) Maintain the effectiveness ofEnsure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give “Independent Director” shall mean any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent member of the Administrative Agent board of directors of the Transferor that is not and each Managing Agenthas not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, service provider, employee or shareholder of any Affiliate of the Transferor which Affiliate is not a special purpose entity, (y) a director of any Affiliate of the Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing).

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the “non-consolidation” opinion of Xxxxxxxx Xxxxxx Opiniondelivered on the Closing Date, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing AgentAgent and notice to Concord.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Bxxx Xxxxx Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower., and the Borrower’s assets will not be commingled with those of any other Person; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis.; (iv) Maintain a principal executive its books and administrative office through which its business is conducted records separate from those of any other Person, use separate stationery, invoices, and checks and prepare separate financial statements; (v) Not guarantee or become obligated for the debts of any other Person or hold out its Affiliates. credit as being available to satisfy the obligations of others, and not to pledge its assets for the benefit of any other Person or make any loans or advances to any Person (except as provided in the Transaction Documents); (vi) Not acquire obligations or securities of its members; (vii) Conduct its business in its own name; hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (viii) Maintain adequate capital in light of its contemplated business operations; (ix) To the extent that the Borrower and any of its 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.; (vx) Conduct its affairs strictly in accordance with its limited liability company agreement agreement, and observe all necessary, appropriate and customary legal formalities, including, but not limited to, including holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, including payroll and transaction accounts.; (vixi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which legal opinion referred to in Sections 3.1(a) and 3.2(p) with respect to substantive consolidation and sale characterization issues and take such other actions as are reasonably necessary on its part to ensure that the conclusions expressed therein are based.facts and assumptions set forth such opinions or in the certificates accompanying such opinion remain true and correct in all material respects at all times; and (viixii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Facility Agent and each Managing Agentthe Required Lenders and satisfaction of the Rating Condition.

Separate Existence. The Borrower shallAt all times: (ia) Maintain maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The institutions and, except as otherwise provided in the Operative Documents, ensure that its funds of the Borrower will not be diverted to any other Person or for other than its own corporate uses uses, nor will such funds be commingled with the funds of any Affiliate (other than funds deposited to the Borrower.Clearing Account or the Lock-Box, which funds may be commingled for a period not exceeding two (2) Business Days); (iib) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower it contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and or services are provided, and each such entity shall bear its fair share of such costs. All ; (d) enter into all material transactions between Borrower with its Affiliates, whether currently existing or hereafter entered into, only on an arm's length basis, it being understood and agreed that the transactions contemplated in the Operative Documents meet the requirements of this paragraph (d); (e) maintain office space that is physically segregated from the office space of any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To and, to the extent that Borrower it and any of its 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.; (vf) Conduct conduct its affairs strictly in accordance with its limited liability company agreement certificate of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, separate stationery, holding all regular and special director’s stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records, financial records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (vig) Take hold itself out as a separate entity, pay its own liabilities out of its own funds, and not assume or guarantee any of the liabilities of any of its Affiliates; and (h) take, or refrain from taking, as applicablethe case may be, each of the activities specified all other actions that are necessary to be taken or assumed not to be taken in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are basedorder to comply with this Section 5.16. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Borrower’s Counsel Non-Consolidation Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyMaster Transfer Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyMaster Transfer Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Master Transfer Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent. (viii) Not take or fail to take any action that would be inconsistent with the representations, warranties and covenants of the Borrower set forth in Section 4.1(t) hereof or cause any such representations or warranties to be untrue in any material respect at any time.

Separate Existence. The Borrower Transferor shall, except as otherwise provided herein or in another Transaction Document: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its organization and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Trust Agreement and the Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby. (ii) Maintain its own deposit bank account or accounts, separate from those of any AffiliateAffiliate of the Transferor, with commercial banking institutions. The funds of the Borrower Transferor will not be diverted to any other Person or for any other use other than the corporate uses use of the BorrowerTransferor, and, except as may be expressly permitted by this Agreement or the Purchase Agreement, the funds of the Transferor shall not be commingled with those of any Affiliate of the Transferor or any other Person. (iiiii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its members, managers, or Affiliates, the salaries of and the expenses related to providing benefits to such officers or and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iiiiv) Ensure that, to the extent that it jointly contracts with any of its members, managers, 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 the entities, and each such entity shall bear its fair share of such costs. To the extent that the Borrower Transferor contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Borrower the Transferor and any of its members, managers, or Affiliates shall be only on an armarm’s-length basis and shall receive the approval of the Transferor’s length basismanaging members including at least one Independent Manager (defined below). (ivv) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its Affiliatesmembers, and Affiliates (other than Affiliates that are special purpose bankruptcy remote entities). To the extent that Borrower the Transferor and any of its members, or Affiliates (other than Affiliates that are special purpose bankruptcy remote entities) have offices in the same locationcontiguous space, there shall be a fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. (vvi) Conduct its affairs strictly in accordance with its limited liability company agreement articles of organization and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s member meetings appropriate to authorize all action, keeping separate and accurate records minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based. Regular member meetings shall be held at least annually. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such Ensure that it does not amendshall at all times include at least one Independent Manager (for purposes hereof, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give “Independent Manager” shall mean any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent manager of the Administrative Agent Transferor that is not and each Managing Agenthas not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, service provider, employee or shareholder of any Affiliate of the Transferor which Affiliate is not a special purpose entity, (y) a director of any Affiliate of the Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing).

Separate Existence. The Borrower shallSeller shall at all times: (i) Maintain maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The institutions and ensure that the funds of the Borrower Seller will not be diverted to any other Person or for other than corporate limited liability company uses of Seller, nor will such funds be commingled with the Borrower.funds of any Originator or any subsidiary or Affiliate of any Originator (other than funds deposited to a Lock-Box Account, which funds may be commingled for a period not exceeding two (2) Business Days); (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower Seller contracts or does business with vendors venders or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and or services are provided, and each such entity shall bear its fair share of such costs. All ; (iv) enter into all material transactions between Borrower Seller and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive maintain office space that is physically segregated from the office space of each of the Originators and administrative office through which its business is conducted separate from those of its Affiliates. To respective Affiliates and, to the extent that Borrower Seller and any of its 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.; (vvi) Conduct conduct its affairs strictly in accordance with its limited liability company agreement Organizational Documents and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s members’ and board of managers’ meetings appropriate to authorize all limited liability company action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (vivii) Take not assume or guarantee any of the liabilities of any Originator or any Affiliate thereof; (viii) have at least one (1) Independent Director who has been engaged through Global Securitization Services, Lord Securities Corporation, AMACAR Group LLC, CT Corporation or any other provider acceptable to the Co-Agents; and (ix) take, or refrain from taking, as applicablethe case may be, each of the activities specified all other actions that are necessary to be taken or assumed not to be taken in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are basedorder to comply with this Section 7.1(o). (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates (but such offices may be at the same location as those of its Affiliates). To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx DPW Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shallTransferor shall at all times: (i) Maintain maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The institutions and ensure that the funds of the Borrower Transferor will not be diverted to any other Person or for other than corporate uses of the Borrower.Transferor, nor will such funds be commingled with the funds of any Seller, TMN or any subsidiary or Affiliate of a Seller or TMN; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its stockholders or Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 stockholders 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 Borrower Transferor contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and or services are provided, and each such entity shall bear its fair share of such costs. All ; (iv) enter into all material transactions between Borrower the Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s 's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative maintain office through which its business is conducted space separate from those the office space of its Affiliates. To each Seller and their Affiliates and, to the extent that Borrower the Transferor and any of its stockholders 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.; (vvi) Conduct issue separate unaudited financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP; (vii) conduct its affairs strictly in accordance with its limited liability company agreement organizational documents and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (viviii) Take not assume or guarantee any of the liabilities of any Seller or any Affiliate thereof; (ix) take, or refrain from taking, as applicablethe case may be, all other actions that are necessary to be taken or not to be taken in order to comply with this Section 5.1(l); and (x) will comply with all assumptions made in the Xxxxxx, Xxxxx & Xxxxxxx LLP's "true sale" and "non-consolidation" opinions, each dated as of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are basedAmendment Effective Date. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower Seller shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The the Purchaser and use its commercially reasonable efforts to ensure that its funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Purchaser and that its funds and assets will not be commingled with those of the Borrower.Purchaser; (ii) Ensure that, to To the extent that it shares the same persons as any officers or other employees as any of its Affiliateswith the Purchaser, fairly allocate between it and the Purchaser the salaries of and the expenses related to providing benefits to such officers or employees shall be fairly allocated among such entitiesand other employees, and each such entity the Seller and the Purchaser shall bear its their respective fair share of the salary and benefit costs associated with all such common officers and employees.; (iii) Ensure that, to To the extent that it jointly contracts with any of its Affiliates the Purchaser to do business with vendors or service providers or to share overhead expenses, fairly allocate between it and the Purchaser the costs incurred in so doing shall be allocated fairly among such entitiesdoing, and each such entity it and the Purchaser shall bear its their fair share shares of such costs. To ; and to the extent that the Borrower it contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Personthe Purchaser, the costs incurred in so doing shall be fairly allocated between it and the Purchaser in proportion to or among such entities for whose the benefit of the goods and or services are each is provided, and each such entity the Seller and the Purchaser shall bear its their fair share shares of such costs. All ; (iv) Enter into all material transactions between Borrower and any of its Affiliates shall be with the Purchaser, whether currently existing or hereafter entered into, only on an arm’s 's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted space separate from those the office space of its Affiliatesthe Purchaser (but which may be located at the same address as the Purchaser). To the extent that Borrower it and any of its Affiliates the Purchaser have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses.expenses subject to a written sublease agreement; (vvi) Conduct its affairs strictly in accordance with its limited liability company agreement certificate of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (vivii) Take Not assume or guarantee any of the liabilities of the Purchaser; (viii) Take, or refrain from taking, as applicablethe case may be, all other actions that are necessary to be taken or not to be taken in order (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to the Purchaser) and (y) to comply with those procedures described in such provisions that are applicable to it; (ix) Maintain its books of account, financial reports and corporate records separately from those of Tyson and each other Affiliate of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based.Seller; (viix) Maintain Cause its accounting records and the effectiveness ofpublished financial statements to clearly show that, for accounting purposes, the Receivables and continue Related Security have been sold to perform under the Purchase Purchaser, except that Tyson shall disclose (in a footnote or otherwise) in all of its financial statements the existence and nature of the transaction contemplated hereby and by the Receivables Transfer Agreement and the Performance Guarantyinterest of the Transferor, such the CP Conduit Purchasers and the Committed Purchasers in the Receivables and Related Security, Collections and Proceeds with respect thereto; (xi) Maintain its assets in a manner that it does not amendfacilitates their identification and segregation from those of Tyson, restatethe other Sellers, supplementthe Purchaser and other Affiliates of Tyson; (xii) Not, canceldirectly or indirectly, terminate name the Purchaser or otherwise modify enter into any agreement to name the Purchase Agreement Purchaser a direct or contingent beneficiary or loss payee or any insurance policy covering the property of the Seller; and (xiii) Not be, nor hold itself out to be, responsible for the debts of the Purchaser or the Performance Guaranty, decisions or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (actions in each case) the prior written consent respect of the Administrative Agent daily business and affairs of the Purchaser, and immediately correct any known misrepresentation with respect to the foregoing. The Sellers, the Purchaser and their Affiliates will not operate or purport to operate as an integrated single economic unit with respect to each Managing Agentother or in their dealing with any other entity.

Separate Existence. The Borrower Company, and the Sole Member and the Management Committee on behalf of the Company, shall: (ia) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to the proper administration hereof and to permit and effectuate the undertakings contemplated hereby. (b) Hold itself out to the public and all other persons as a legal entity separate from the Sole Member at all times, and correct any known misunderstandings regarding its separate identity. (c) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutions. The funds member of the Borrower will not be diverted to any other Person or for other than corporate uses of the BorrowerHEC Affiliated Group. (iid) Maintain an arm's length relationship with its Affiliates and the HEC Affiliated Group. (e) Ensure that, to the extent that it shares the same persons as officers or other employees as with the Sole Member or any member of its Affiliatesthe HEC Affiliated Group, the salaries of of, and the expenses related to providing benefits to to, such officers or 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. (iiif) Ensure Pay all of its operating expenses incurred by it from the assets of the Company, and ensure that, to the extent that it jointly contracts with the Sole Member or any member of its Affiliates the HEC Affiliated Group 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (ivg) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliatesthe Sole Member and any Affiliate of the HEC Affiliated Group. To the extent that Borrower the Company and the Sole Member or any Affiliate of its Affiliates the HEC Affiliated Group have offices in the same locationcontiguous space, 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. (vh) Conduct its affairs strictly in accordance with its limited liability company agreement and observe Observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings including meetings of the Management Committee, appropriate to authorize all actionaction on behalf of the Company, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vii) Take or refrain from takingCause to have prepared and filed its own tax returns, if any, as applicablemay be required under applicable law, each to the extent (1) not part of the activities specified a consolidated group filing a consolidated return or assumed in the Xxxxxxxx Xxxxxx Opinionreturns or (2) not treated as a division for tax purposes of another taxpayer, upon which the conclusions expressed therein are basedand pay any taxes so required to be paid under applicable law. (viij) Maintain At all times vest the effectiveness ofmanagement of the Company in the Management Committee and ensure that its Management Committee shall at all times include at least two Independent Directors. (k) Refrain from commingling its assets with those of the Sole Member or any member of the HEC Affiliated Group. (l) Refrain from making any loan or advance to, owning, or acquiring any stock or securities of any Person, including the Sole Member, except as permitted in the Basic Documents. (m) Act solely in its own name and through its own Officers and agents, and continue no member of the HEC Affiliated Group shall be appointed to perform under act as agent of the Purchase Agreement and Company, except as expressly contemplated by the Performance GuarantyBasic Documents. (n) Ensure that no member of the HEC Affiliated Group shall advance funds to the Company, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify guaranty debts of the Purchase Agreement Company, except as provided in the Basic Documents; provided, however, the Sole Member may contribute to the capital of the Company funds required in connection with the initial capitalization, organization and ongoing operations of the Company. (o) Not enter into any guaranty, or otherwise become liable, with respect to any obligation of any member of the HEC Affiliated Group and not hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of the Sole Member or any other member of the HEC Affiliated Group. (p) Comply with all restrictions on its business and operations as set forth in Sections 2.05 and 2.07. (q) Failure of the Company, or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement Sole Member or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent Management Committee on behalf of the Administrative Agent and each Managing AgentCompany, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Sole Member or the Management Committee.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers trustees or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers trustees or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower Grantee shall: (ia) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutionsAffiliate of the Grantee. The Grantee's funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Grantee's use, and, except as may be expressly permitted by this Agreement or the Servicing Agreement, the funds of the BorrowerGrantee shall not be commingled with those of any Affiliate of the Grantee. (iib) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 Borrower Grantee contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Borrower the Grantee and any of its Affiliates shall be only on an arm’s arm's-length basis. (ivd) Maintain a principal executive and administrative office through which its business is conducted separate from those of its members and Affiliates. To the extent that Borrower the Grantee and any of its members or Affiliates have offices in the same locationcontiguous space, 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 limited liability company agreement Operating Agreement and Certificate of Formation and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s members' meetings, and meetings of the Grantee's management committee, appropriate to authorize all actionaction on behalf of the Grantee, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. The Grantee shall hold members' and management committee meetings at least annually. (vif) Take or refrain from taking, as applicable, each Ensure that its management committee (a) shall not include any Person who is also a member of the activities specified or assumed Board of Directors of any of the Grantee's Affiliates and (b) shall at all times include at least one Independent Manager (as such term is defined in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are basedGrantee's Certificate of Formation). (viig) Maintain the effectiveness ofAct solely in its own name and through its own authorized managers and agents, and continue no Affiliate of the Grantee shall be appointed to perform under act as agent of the Purchase Agreement and the Performance GuarantyGrantee, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase except as expressly contemplated by this Agreement or the Performance GuarantyServicing Agreement. (h) Ensure that no Affiliate of the Grantee shall advance funds to the Grantee, or give any consentotherwise guaranty debts of; the Grantee, waiver, directive or approval thereunder or waive any default, action, omission or breach under except as provided in the Purchase Grantee's Operating Agreement or Certificate of Formation; PROVIDED, HOWEVER, that an Affiliate of the Performance Guaranty Grantee may provide funds to the Grantee in connection with capitalization of the Grantee. (i) Not enter into any guaranty, or otherwise grant become liable, with respect to any indulgence thereunder, without (in each case) the prior written consent obligation of any Affiliate of the Administrative Agent and each Managing AgentGrantee.

Separate Existence. The Borrower shallAt all times, it will: (i) Maintain maintain its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutions. The the Issuer and ensure that its funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Issuer nor will such funds be commingled with the funds of the Borrower.Issuer; (ii) Ensure that, to the extent that it shares that Seller and the same persons as Issuer share any officers or other employees as any (it having been agreed by the Issuer, however, that it shall have no officers or other employees) allocate to the Issuer a fair share of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary those salaries and benefit costs associated with all such common officers and employees.expenses; (iii) Ensure that, to the extent that it jointly contracts with any of its Affiliates the Issuer to do business with vendors or service providers or to share overhead expenses, allocate to the Issuer a fair share of the costs incurred in so doing shall be allocated fairly among connection with such entities, contracts and each such entity shall bear its fair share of such costs. To overhead expenses; (iv) to the extent that the Borrower that Seller contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Personthe Issuer, allocate a fair share of the costs cost incurred in so doing shall be fairly allocated to or among by it for such entities for whose benefit the goods and services are in proportion to the benefit of the goods or services each is provided, and each such entity that Seller and the Issuer shall bear its their respective fair share shares of such costs. All ; (v) enter into all material transactions between Borrower and any of its Affiliates shall be with the Issuer, whether currently existing or hereafter entered into, only on an arm’s length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause; (ivvi) Maintain a principal executive and administrative maintain office through which its business is conducted space separate from those the office space of its Affiliates. To the Issuer (but which may be located at the same address as the Issuer) and, to the extent that Borrower it and any of its Affiliates the Issuer have offices in the same location, there that Seller shall be allocate a fair and appropriate allocation share of overhead costs among thembetween it and the Issuer, and each such entity of the Issuer and that Seller shall bear its fair share of such expenses. (v) Conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based.; (vii) Maintain maintain separate books and records relating to the effectiveness ofContract Payments; (viii) all financial statements of that Seller, including its consolidated financial statements, issued after the date on which the Contract Payments are assigned by the Sellers to the Issuer, shall reflect that such Seller has transferred all of its right, title and continue interest in the Contract Payments to perform the Issuer, which is a separate legal entity and any such financial statements shall treat the Issuer as a qualifying special purpose entity under FAS 140; (ix) conduct its business solely in its corporate name and in such a manner so as not to mislead others with whom it is dealing; (x) disclose the transaction contemplated by this Agreement publicly through filing UCC Financing Statements evidencing the sale in Delaware and Florida; (xi) strictly observe corporate formalities with respect to its dealings with the Issuer, including specifically that no transfer of assets will be made between that Seller and the Issuer without adherence to corporate or Delaware business trust formalities and requirements; and (xii) conduct its business and affairs in a manner consistent with the manner in which the opinions of Xxxxxx & Xxxx, LLP and Fulbright & Xxxxxxxx, LLP delivered pursuant to the Note Purchase Agreement and addressed to the Performance GuarantyAdministrative Agent, such that it does not amendthe Managing Agents, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or Noteholders and the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach Indenture Trustee and relating to certain matters under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunderbankruptcy laws, without (in assume that each case) the prior written consent of the Administrative Agent Seller will conduct its business and each Managing Agentaffairs.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower.; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis.; (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts.; (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the opinions of Xxxxxxxx Xxxxxx OpinionChance US LLP, upon which as counsel for the conclusions expressed therein Borrower, delivered to the Administrative Agent in connection with the initial transfer of Loans by the Originator pursuant to the Purchase Agreement relating to substantive consolidation and sale characterization issues and take such other actions as are based.reasonably necessary on its part to ensure that the facts and assumptions set forth such opinions or in the certificates accompanying such opinion remain true and correct in all material respects at all times; and (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agentthe Required Lenders.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower., and the Borrower’s assets will not be commingled with those of any other Person; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s arm’s-length basis.; (iv) Maintain a principal executive its books and administrative office through which its business is conducted records separate from those of any other Person, use separate stationery, invoices, and checks and prepare separate financial statements; (v) Not guarantee or become obligated for the debts of any other Person or hold out its Affiliates. credit as being available to satisfy the obligations of others, and not to pledge its assets for the benefit of any other Person or make any loans or advances to any Person (except as provided in the Transaction Documents); (vi) Not acquire obligations or securities of its members; (vii) Conduct its business in its own name; hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (viii) Maintain adequate capital in light of its contemplated business operations; (ix) To the extent that the Borrower and any of its Affiliates have offices in the same location, there shall be a fair fairly and appropriate allocation of appropriately allocate overhead costs among them, and them (as a result of which each such entity shall bear its fair share of such expenses.); (vx) Conduct its affairs strictly in accordance with its limited liability company agreement agreement, and observe all necessary, appropriate and customary legal formalities, including, but not limited to, including holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, including payroll and transaction accounts.; (vixi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which legal opinion referred to in Sections 3.1(a) with respect to substantive consolidation and sale characterization issues and take such other actions as are reasonably necessary on its part to ensure that the conclusions expressed therein are based.facts and assumptions set forth such opinions or in the certificates accompanying such opinion remain true and correct in all material respects at all times; and (viixii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Facility Agent and each Managing Agentthe Required Lenders and satisfaction of the Rating Condition.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx OpinionWixxxxxx Xuxxxx Xpinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower Such Seller shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The MRFC and use its commercially reasonable efforts to ensure that its funds of the Borrower will not be diverted to any other Person or for other than corporate uses MRFC and that its funds and assets will not be commingled with those of the Borrower.MRFC; (ii) Ensure that, to To the extent that it shares the same persons as any officers or other employees as any of its Affiliateswith MRFC, fairly allocate between it and MRFC the salaries of and the expenses related to providing benefits to such officers or employees shall be fairly allocated among such entitiesand other employees, and each such entity Seller and MRFC shall bear its their respective fair share of the salary and benefit costs associated with all such common officers and employees.; (iii) Ensure that, to To the extent that it jointly contracts with any of its Affiliates MRFC to do business with vendors or service providers or to share overhead expenses, fairly allocate between it and MRFC the costs incurred in so doing shall be allocated fairly among such entitiesdoing, and each such entity it and MRFC shall bear its their fair share shares of such costs. To the extent that the Borrower it contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other PersonMRFC, the costs incurred in so doing shall be fairly allocated between it and MRFC in proportion to or among such entities for whose the benefit of the goods and or services are each is provided, and each such entity the Seller and MRFC shall bear its their fair share shares of such costs. All ; (iv) Enter into all material transactions between Borrower and any of its Affiliates shall be with MRFC, whether currently existing or hereafter entered into, only on an arm’s 's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted space separate from those the office space of its AffiliatesMRFC (but which may be located at the same address as MRFC). To the extent that Borrower it and any of its Affiliates MRFC have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses.expenses subject to a written sublease agreement; (vvi) Conduct its affairs strictly in accordance with its limited liability company agreement certificate of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (vivii) Take Not assume or guarantee any of the liabilities of MRFC; (viii) Take, or refrain from taking, as applicablethe case may be, each all other actions that are necessary to be taken or not to be taken in order (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to MRFC) and (y) to comply with those procedures described in such provisions that are applicable to it; (ix) The books of account, financial reports and corporate records of such Seller will be maintained separately from those of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent Parent and each Managing Agent.other Affiliate of such Seller;

Separate Existence. The Borrower Seller shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The the Purchaser and use its commercially reasonable efforts to ensure that its funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Purchaser and that its funds and assets will not be commingled with those of the Borrower.Purchaser; (ii) Ensure that, to To the extent that it shares the same persons as any officers or other employees as any of its Affiliateswith the Purchaser, fairly allocate between it and the Purchaser the salaries of and the expenses related to providing benefits to such officers or employees shall be fairly allocated among such entitiesand other employees, and each such entity the Seller and the Purchaser shall bear its their respective fair share of the salary and benefit costs associated with all such common officers and employees.; (iii) Ensure that, to To the extent that it jointly contracts with any of its Affiliates the Purchaser to do business with vendors or service providers or to share overhead expenses, fairly allocate between it and the Purchaser the costs incurred in so doing shall be allocated fairly among such entitiesdoing, and each such entity it and the Purchaser shall bear its their fair share shares of such costs. To the extent that the Borrower it contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Personthe Purchaser, the costs incurred in so doing shall be fairly allocated between it and the Purchaser in proportion to or among such entities for whose the benefit of the goods and or services are each is provided, and each such entity the Seller and the Purchaser shall bear its their fair share shares of such costs. All ; (iv) Enter into all material transactions between Borrower and any of its Affiliates shall be with the Purchaser, whether currently existing or hereafter entered into, only on an arm’s 's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted space separate from those the office space of its Affiliatesthe Purchaser (but which may be located at the same address as the Purchaser). To the extent that Borrower it and any of its Affiliates the Purchaser have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses.expenses subject to a written sublease agreement; (vvi) Conduct its affairs strictly in accordance with its limited liability company agreement certificate of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (vivii) Take Not assume or guarantee any of the liabilities of the Purchaser; (viii) Take, or refrain from taking, as applicablethe case may be, each all other actions that are necessary to be taken or not to be taken in order (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to the Purchaser) and (y) to comply with those procedures described in such provisions that are applicable to it; (ix) The books of account, financial reports and corporate records of the activities specified or assumed in Seller will be maintained separately from those of the Xxxxxxxx Xxxxxx Opinion, upon which Parent and each other Affiliate of the conclusions expressed therein are based.Seller; (viix) Maintain The accounting records and the effectiveness ofpublished financial statements of the Seller will clearly show that, for accounting purposes, the Receivables and Related Security have been sold to the Purchaser; (xi) The Seller's assets will be maintained in a manner that facilitates their identification and segregation from those of the Parent, the other Sellers, the Transferor and other Affiliates of the Parent; (xii) The Seller shall not, directly or indirectly, name the Purchaser or enter into any agreement to name the Purchaser a direct or contingent beneficiary or loss payee or any insurance policy covering the property of the Seller; and (xiii) The Seller will not be, nor will hold itself out to be, responsible for the debts of the Purchaser or the decisions or actions in respect of the daily business and affairs of the Purchaser. The Seller will immediately correct any known misrepresentation with respect to the foregoing, and continue the Sellers, the Purchaser and their Affiliates will not operate or purport to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate operate as an inte- grated single economic unit with respect to each other or otherwise modify the Purchase Agreement or the Performance Guaranty, or give in their dealing with any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agentother entity.

Separate Existence. The Borrower shallPOA covenants and agrees: (ia) Maintain to maintain its own deposit account or accountsaccounts to which none of its Affiliates has independent access, separate from those and POA will not commingle its funds with the funds of any Affiliate, with commercial banking institutions. The funds Affiliate of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower.POA; (iib) Ensure that, that to the extent that it shares the same persons as officers or other employees as with any of its partners or any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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, that to the extent that it jointly contracts with any of its partners or any of its Affiliates to do business with vendors or service providers or to share overhead over head expenses, the costs incurred in so doing shall be allocated fairly among such the entities, and each such entity shall bear its fair share of such costs. To ; (d) that to the extent that the Borrower it contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Personof its partners or any of its Affiliates, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and or services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Borrower ; (e) that to the extent it and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and partners or any of its Affiliates have offices officers 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.; and (vf) Conduct to conduct its affairs strictly in accordance with its limited liability company agreement Partnership Agreement and the Project Orange Associates L.P. Partnership Management Agreement, and to observe all necessary, appropriate and customary legal formalities, corporate formalities including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be takenmaintaining current minute books, and maintaining accurate and separate booksfinancial reports, corporate records and accounts, including, but not limited to, payroll and transaction accountsbooks of account separate from those of any other Person. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower., and the Borrower’s assets will not be commingled with those of any other Person; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s arm’s-length basis.; (iv) Maintain a principal executive its books and administrative office through which its business is conducted records separate from those of any other Person, use separate stationery, invoices, and checks and prepare separate financial statements; (v) Not guarantee or become obligated for the debts of any other Person or hold out its Affiliates. credit as being available to satisfy the obligations of others, and not to pledge its assets for the benefit of any other Person or make any loans or advances to any Person (except as provided in the Transaction Documents); (vi) Not acquire obligations or securities of its members; (vii) Conduct its business in its own name; hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (viii) Maintain adequate capital in light of its contemplated business operations; (ix) To the extent that the Borrower and any of its Affiliates have offices in the same location, there shall be a fair fairly and appropriate allocation of appropriately allocate overhead costs among them, and them (as a result of which each such entity shall bear its fair share of such expenses.); (vx) Conduct its affairs strictly in accordance with its limited liability company agreement agreement, and observe all necessary, appropriate and customary legal formalities, including, but not limited to, including holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, including payroll and transaction accounts.; (vixi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which legal opinion referred to in Sections 3.1(a) with respect to substantive consolidation and sale characterization issues and take such other actions as are reasonably necessary on its part to ensure that the conclusions expressed therein are based.facts and assumptions set forth such opinions or in the certificates accompanying such opinion remain true and correct in all material respects at all times; and (viixii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Facility Agent and each Managing Agent.the Required Lenders. {B2297203; 11} - 33 -

Separate Existence. The Borrower Grantee shall: (i) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutionsAffiliate of the Grantee. The Grantee's funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Grantee's use, and, except as may be expressly permitted by this Agreement or the Servicing Agreement, the funds of the BorrowerGrantee shall not be commingled with those of any Affiliate of the Grantee. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 Borrower Grantee contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Borrower the Grantee and any of its Affiliates shall be only on an arm’s ' s-length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its members and Affiliates. To the extent that Borrower the Grantee and any of its members or Affiliates have offices in the same locationcontiguous space, 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 limited liability company agreement Operating Agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s members' meetings, and meetings of the Grantee's management committee, appropriate to authorize all actionaction on behalf of the Grantee, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking, as applicable, each Ensure that its management committee (a) shall not include any Person who is also a member of the activities specified or assumed Board of Directors of any of the Grantee's Affiliates and (b) shall at all times include at least two Independent Managers (as such term is defined in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are basedGrantee's Operating Agreement). (vii) Maintain the effectiveness ofAct solely in its own name and through its own authorized managers and agents, and continue no Affiliate of the Grantee shall be appointed to perform under act as agent of the Purchase Agreement and the Performance GuarantyGrantee, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase except as expressly contemplated by this Agreement or the Performance GuarantyServicing Agreement. (viii) Ensure that no Affiliate of the Grantee shall advance funds to the Grantee, or give otherwise guaranty debts of, the Grantee, except as provided in the Grantee's Operating Agreement; PROVIDED, HOWEVER, that an Affiliate of the Grantee may provide funds to the Grantee in connection with capitalization of the Grantee. (ix) Not enter into any consentguaranty, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant become liable, with respect to any indulgence thereunder, without (in each case) the prior written consent obligation of any Affiliate of the Administrative Agent and each Managing AgentGrantee.

Separate Existence. The Borrower Company, and the Sole Member and the Management Committee on behalf of the Company, shall: (ia) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to the proper administration hereof and to permit and effectuate the undertakings contemplated hereby. (b) Hold itself out to the public and all other persons as a legal entity separate from the Sole Member at all times, and correct any known misunderstandings regarding its separate identity. (c) Maintain with commercial banking institutions its own deposit account or accounts, accounts separate from those of any Affiliate, with commercial banking institutions. The funds member of the Borrower will not be diverted to any other Person or for other than corporate uses of the BorrowerCL&P Affiliated Group. (iid) Maintain an arm's length relationship with its Affiliates and the CL&P Affiliated Group. (e) Ensure that, to the extent that it shares the same persons as officers or other employees as with the Sole Member or any member of its Affiliatesthe CL&P Affiliated Group, the salaries of of, and the expenses related to providing benefits to to, such officers or 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. (iiif) Ensure Pay all of its operating expenses incurred by it from the assets of the Company, and ensure that, to the extent that it jointly contracts with the Sole Member or any member of its Affiliates the CL&P Affiliated Group 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (ivg) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliatesthe Sole Member and any Affiliate of the CL&P Affiliated Group. To the extent that Borrower the Company and the Sole Member or any Affiliate of its Affiliates the CL&P Affiliated Group have offices in the same locationcontiguous space, 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. (vh) Conduct its affairs strictly in accordance with its limited liability company agreement and observe Observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings including meetings of the Management Committee, appropriate to authorize all actionaction on behalf of the Company, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vii) Take or refrain from takingCause to have prepared and filed its own tax returns, if any, as applicablemay be required under applicable law, each to the extent (1) not part of the activities specified a consolidated group filing a consolidated return or assumed in the Xxxxxxxx Xxxxxx Opinionreturns or (2) not treated as a division for tax purposes of another taxpayer, upon which the conclusions expressed therein are basedand pay any taxes so required to be paid under applicable law. (viij) Maintain At all times vest the effectiveness ofmanagement of the Company in the Management Committee and, from and continue to perform under after the Purchase entry into any Sale Agreement and the Performance Guarantyacquisition of any Transition Property, such ensure that it does not amendits Management Committee shall at all times include at least two Independent Directors. (k) Refrain from commingling its assets with those of the Sole Member or any member of the CL&P Affiliated Group (except as contemplated by any Sale Agreement, restateor any servicing agreement or administration agreement entered into in connection therewith). (l) Refrain from making any loan or advance to, supplementowning, cancelor acquiring any stock or securities of any Person, terminate including the Sole Member, except as permitted in the Basic Documents. (m) Act solely in its own name and through its own Officers and agents, and no member of the CL&P Affiliated Group shall be appointed to act as agent of the Company, except as expressly contemplated by the Basic Documents. (n) Ensure that no member of the CL&P Affiliated Group shall advance funds to the Company, or otherwise modify guaranty debts of the Purchase Agreement Company, except as provided in the Basic Documents; provided, however, that prior to the acquisition by the Company of any Transition Property any member of the CL&P Affiliated Group may lend or provide funds to the Performance GuarantyCompany in connection with the initial capitalization or organization of the Company or, thereafter as permitted by the Basic Documents, with any subsequent capitalization. (o) Not enter into any guaranty, or give otherwise become liable, with respect to any consent, waiver, directive or approval thereunder or waive obligation of any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent member of the Administrative Agent CL&P Affiliated Group and each Managing Agentnot hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of the Sole Member or any other member of the CL&P Affiliated Group. (p) Comply with all restrictions on its business and operations as set forth in Sections 2.05 and 2.07.

Separate Existence. The Borrower shall:Transferor shall at all times: ------------------ (i) Maintain maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The institutions and ensure that the funds of the Borrower Transferor will not be diverted to any other Person or for other than corporate uses of the Borrower.Transferor, nor will such funds be commingled with the funds of the Originator or any subsidiary or Affiliate of the Originator (other than funds deposited to a Lock-Box Account, which funds may be commingled for a period not exceeding two (2) Business Days; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower Transferor contracts or does business with vendors venders or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and or services are provided, and each such entity shall bear its fair share of such costs. All ; (iv) enter into all material transactions between Borrower the Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s 's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive maintain office space that is physically segregated from the office space of the Originator and administrative office through which its business is conducted separate from those of its Affiliates. To Affiliates and, to the extent that Borrower the Transferor and any of its 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.; (vvi) Conduct conduct its affairs strictly in accordance with its limited liability company agreement certificate of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based.; (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate assume or otherwise modify the Purchase Agreement or the Performance Guaranty, or give guarantee any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.liabilities of the Originator or any Affiliate thereof; and

Separate Existence. The Borrower Such Seller shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The the Purchaser and use its commercially reasonable efforts to ensure that its funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Purchaser and that its funds and assets will not be commingled with those of the Borrower.Purchaser; (ii) Ensure that, to To the extent that it shares the same persons as any officers or other employees as any of its Affiliateswith the Purchaser, fairly allocate between it and the Purchaser the salaries of and the expenses related to providing benefits to such officers or employees shall be fairly allocated among such entitiesand other employees, and each such entity Seller and the Purchaser shall bear its their respective fair share of the salary and benefit costs associated with all such common officers and employees.; (iii) Ensure that, to To the extent that it jointly contracts with any of its Affiliates the Purchaser to do business with vendors or service providers or to share overhead expenses, fairly allocate between it and the Purchaser the costs incurred in so doing shall be allocated fairly among such entitiesdoing, and each such entity it and the Purchaser shall bear its their fair share shares of such costs. To ; and to the extent that the Borrower it contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Personthe Purchaser, the costs incurred in so doing shall be fairly allocated between it and the Purchaser in proportion to or among such entities for whose the benefit of the goods and or services are each is provided, and each such entity Seller and the Purchaser shall bear its their fair share shares of such costs. All ; (iv) Enter into all material transactions between Borrower and any of its Affiliates shall be with the Purchaser, whether currently existing or hereafter entered into, only on an arm’s length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted space separate from those the office space of its Affiliatesthe Purchaser (but which may be located at the same address as the Purchaser). To the extent that Borrower it and any of its Affiliates the Purchaser have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses.expenses subject to a written sublease agreement; (vvi) Conduct its affairs strictly in accordance with its limited liability company agreement certificate of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s stockholders’ and directors’ meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (vivii) Take Not assume or guarantee any of the liabilities of the Purchaser; (viii) Take, or refrain from taking, as applicablethe case may be, all other actions that are necessary to be taken or not to be taken in order (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to the Purchaser) and (y) to comply with those procedures described in such provisions that are applicable to it; (ix) Maintain its books of account, financial reports and corporate records of such Seller separately from those of TriMas Corp. and each other Affiliate of such Seller; (x) Cause its accounting records and the published financial statements to clearly show that, for accounting purposes, the Receivables and Related Security have been sold to the Purchaser; (xi) Maintain its assets in a manner that facilitates their identification and segregation from those of TriMas Corp., the other Sellers, the Purchaser and other Affiliates of TriMas Corp.; (xii) Not, directly or indirectly, name the Purchaser or enter into any agreement to name the Purchaser a direct or contingent beneficiary or loss payee or any insurance policy covering the property of such Seller; and (xiii) Not be, nor will hold itself out to be, responsible for the debts of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement Purchaser or the Performance Guaranty, decisions or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (actions in each case) the prior written consent respect of the Administrative Agent daily business and affairs of the Purchaser and immediately correct any known misrepresentation with respect to the foregoing. Such Seller, the Purchaser and their Affiliates will not operate or purport to operate as an integrated single economic unit with respect to each Managing Agentother or in their dealing with any other entity.

Separate Existence. The Borrower shall: (i) At all times have at least one member of the board of directors of the Borrower who is an Independent Director; provided that in the event of the death of an Independent Director, a replacement Independent Director acceptable to the Administrative Agent shall be appointed within 30 days of such event. (ii) Cause its operating agreement to provide that the directors of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless each Independent Director shall approve the taking of such action in writing prior to the taking of such action. (iii) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (iiiv) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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. (iiiv) Ensure that, to the extent that it jointly contracts with any of its 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (ivvi) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates (but such offices may be at the same location as those of its Affiliates). To the extent that Borrower and any of its 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. (vvii) Conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (viviii) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx Opinionopinion of Xxxxx Xxxxx LLP dated the Closing Date in respect of substantive consolidation matters, upon which the conclusions expressed therein are based. (viiix) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyCLO Management Contribution Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyCLO Management Contribution Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty CLO Management Contribution Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates (but such offices may be at the same location as those of its Affiliates). To the extent that Borrower and any of its 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 limited liability company agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s meetings appropriate to authorize all action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx Xxxxxx MBRM Opinion, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance GuarantyAgreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance GuarantyAgreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower Seller shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The the Purchaser and use its commercially reasonable efforts to ensure that its funds of the Borrower will not be diverted to any other Person or for other than corporate uses the Purchaser and that its funds and assets will not be commingled with those of the Borrower.Purchaser; (ii) Ensure that, to To the extent that it shares the same persons as any officers or other employees as any of its Affiliateswith the Purchaser, fairly allocate between it and the Purchaser the salaries of and the expenses related to providing benefits to such officers or employees shall be fairly allocated among such entitiesand other employees, and each such entity the Seller and the Purchaser shall bear its their respective fair share of the salary and benefit costs associated with all such common officers and employees.; (iii) Ensure that, to To the extent that it jointly contracts with any of its Affiliates the Purchaser to do business with vendors or service providers or to share overhead expenses, fairly allocate between it and the Purchaser the costs incurred in so doing shall be allocated fairly among such entitiesdoing, and each such entity it and the Purchaser shall bear its their fair share shares of such costs. To ; and to the extent that the Borrower it contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Personthe Purchaser, the costs incurred in so doing shall be fairly allocated between it and the Purchaser in proportion to or among such entities for whose the benefit of the goods and or services are each is provided, and each such entity the Seller and the Purchaser shall bear its their fair share shares of such costs. All ; (iv) Enter into all material transactions between Borrower and any of its Affiliates shall be with the Purchaser, whether currently existing or hereafter entered into, only on an arm’s 's length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative office through which its business is conducted space separate from those the office space of its Affiliatesthe Purchaser (but which may be located at the same address as the Purchaser). To the extent that Borrower it and any of its Affiliates the Purchaser have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among between them, and each such entity shall bear its fair share of such expenses.expenses subject to a written sublease agreement; (vvi) Conduct its affairs strictly in accordance with its limited liability company agreement certificate of incorporation and observe all necessary, appropriate and customary legal corporate formalities, including, but not limited to, holding all regular and special director’s stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (vivii) Take Not assume or guarantee any of the liabilities of the Purchaser; (viii) Take, or refrain from taking, as applicablethe case may be, each all other actions that are necessary to be taken or not to be taken in order (x) to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to it (and, to the extent within its control, to ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to the Purchaser) and (y) to comply with those procedures described in such provisions that are applicable to it; (ix) Maintain its books of account, financial reports and corporate records of the activities specified or assumed in Seller separately from those of TriMas Corp. and each other Affiliate of the Xxxxxxxx Xxxxxx Opinion, upon which the conclusions expressed therein are based.Seller; (viix) Cause its accounting records and the published financial statements to clearly show that, for accounting purposes, the Receivables and Related Security have been sold to the Purchaser; (xi) Maintain its assets in a manner that facilitates their identification and segregation from those of TriMas Corp., the effectiveness ofother Sellers, the Purchaser and continue other Affiliates of TriMas Corp.; (xii) Not, directly or indirectly, name the Purchaser or enter into any agreement to perform under name the Purchase Agreement and Purchaser a direct or contingent beneficiary or loss payee or any insurance policy covering the Performance Guarantyproperty of the Seller; and (xiii) Not be, such that it does not amendnor will hold itself out to be, restate, supplement, cancel, terminate or otherwise modify responsible for the Purchase Agreement debts of the Purchaser or the Performance Guaranty, decisions or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (actions in each case) the prior written consent respect of the Administrative Agent daily business and affairs of the Purchaser and immediately correct any known misrepresentation with respect to the foregoing. The Sellers, the Purchaser and their Affiliates will not operate or purport to operate as an integrated single economic unit with respect to each Managing Agentother or in their dealing with any other entity.

Separate Existence. The Borrower shallTransferor shall at all times: (i) Maintain maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The institutions and ensure that the funds of the Borrower Transferor will not be diverted to any other Person or for other than corporate limited liability company uses of the Borrower.Transferor, nor will such funds be commingled with the funds of the Originator or any subsidiary or Affiliate of the Originator except to the extent permitted by the Transactions Documents; (ii) Ensure that, to the extent that it shares the same persons as officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers or 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 Borrower Transferor contracts or does business with vendors or service providers when where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and or services are provided, and each such entity shall bear its fair share of such costs. All ; (iv) enter into all material transactions between Borrower the Transferor and any of its Affiliates shall be Affiliates, whether currently existing or hereafter entered into, only on an arm’s length basis., it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (iv); (ivv) Maintain a principal executive and administrative either maintain office through which its business is conducted space separate from those the office space of the Originator and its Affiliates. To Affiliates or, to the extent that Borrower the Transferor 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.; (vvi) Conduct issue separate financial statements prepared not less frequently than annually and prepared in accordance with GAAP; (vii) conduct its affairs strictly in accordance with its limited liability company agreement Limited Liability Company Agreement and observe all necessary, appropriate and customary legal limited liability company formalities, including, but not limited to, holding all regular and special director’s directors’ meetings appropriate to authorize all limited liability company action, keeping separate and accurate records minutes of such its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.; (viviii) Take not assume or guarantee any of the liabilities of the Originator or any Affiliate thereof; (ix) maintain at least one independent director who (A) is not a stockholder, director, officer, employee or associate, or any relative of the foregoing, of the Originator or any of its Affiliates (other than the Transferor), and (B) has (1) prior experience as an independent director for an entity whose organizational documents required the unanimous consent of all independent directors thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management, independent director services or placement services to issuers of securitization or structured finance instruments, agreements or securities; and (x) take, or refrain from taking, as applicablethe case may be, each of all other actions that are necessary on its part to be taken or not to be taken in order to operate its business and perform its obligations under the activities specified or assumed Transaction Documents in a manner which complies with this Section 5.1(o) and is otherwise consistent with the factual assumptions described in the Xxxxxxxx Xxxxxx Opinion, upon which legal opinion delivered to the conclusions expressed therein are basedFunding Agents addressing issues of substantive consolidation. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.

Separate Existence. The Borrower shall: (i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Borrower will not be diverted to any other Person or for other than corporate uses of the Borrower. (ii) Ensure that, to the extent that it shares the same persons as officers trustees or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers trustees or 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 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 Borrower 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 Borrower and any of its Affiliates shall be only on an arm’s 's length basis. (iv) Maintain a principal executive and administrative office through which its business is conducted separate from those of its Affiliates. To the extent that Borrower and any of its 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 limited liability company trust agreement and observe all necessary, appropriate and customary legal formalities, including, but not limited to, holding all regular and special director’s trustee meetings appropriate to authorize all trust action, keeping separate and accurate records of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and transaction accounts. (vi) Take or refrain from taking, as applicable, each of the activities specified or assumed in the Xxxxxxxx "non-substantive consolidation" opinion of Xxxxxx Opinion& Xxxxxx delivered on the Closing Date, upon which the conclusions expressed therein are based. (vii) Maintain the effectiveness of, and continue to perform under the Purchase Agreement and the Performance Guaranty, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Purchase Agreement or the Performance Guaranty, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Purchase Agreement or the Performance Guaranty or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent and each Managing Agent.