Common use of Separateness Covenants Clause in Contracts

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows: (a) Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower; (c) Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower; (d) Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party; (e) Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party; (f) Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates; (g) Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group; (h) Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower; (i) Each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party; (j) Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity; (k) Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party; (l) Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it; (m) Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness or any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it; (n) Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Date; and (o) Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under applicable law and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and to exercise independent judgment, and shall not in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

Separateness Covenants. Each Obligor (other than the Guarantor) The Borrower shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Person other than the Issuer Group Members, including the Guarantor and its respective affiliates (collectively, “Unrelated PartyParties”), and further covenants as follows: (a) Each Obligor (other than the Guarantor) The Borrower will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) The Borrower shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the BorrowerParty, and will not commingle its assets with those of any Unrelated Party other than the BorrowerParty; (c) Each Obligor (other than the Guarantor) The Borrower shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the BorrowerParty; (d) Each Obligor (other than the Guarantor) The Borrower shall maintain records, books, accounts and minutes separate from those of any Unrelated Party; (e) Each Obligor (other than the Guarantor) The Borrower shall conduct its own business in its own name, and not in the name of any Unrelated Party; (f) Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates; (g) Each Obligor (other than the Guarantor) The Borrower shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group; (hg) Each Obligor (other than the Guarantor) The Borrower shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid except as expressly permitted by Borrowerthe Operative Agreements; (ih) Each Obligor (other than the Guarantor) The Borrower shall use separate stationery, invoices and checks from those of each Unrelated Party; (ji) Each Obligor (other than the Guarantor) The Borrower shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity; (kj) Each Obligor (other than the Guarantor) The Borrower shall not agree to pay or become liable for any Indebtedness of any Unrelated Party, other than pursuant to the Operative Agreements; (lk) Each Obligor (other than the Guarantor) The Borrower shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it; (ml) Each Obligor (other than the Guarantor) The Borrower shall not induce any third third-party to rely on the creditworthiness or any Unrelated Party other than the Guarantor in order that such third third-party will be induced to contract with it, other than pursuant to the Operative Agreements; (nm) Each Obligor (other than the Guarantor) The Borrower shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that than the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third third-party, other than any agreements in effect on the Closing DateOperative Agreements; and (on) Each Obligor (other than the Guarantor) The Borrower shall observe all corporate or other procedures required under applicable law and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and to exercise independent judgment, and shall not in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate Agilent and readily identifiable business fromWorld Trade hereby, jointly and severally, covenant and agree that, so long as any Class A Preferred Shares remain outstanding, each of Agilent and World Trade will, and independent ofwill cause each of the other Agilent Parties and each of the other Agilent Subsidiaries to, any Unrelated Party, and further covenants as followscomply with the following undertakings: (a) Each Obligor each of Agilent and the Agilent Subsidiaries will maintain its books, financial records and accounts, including inter-entity transaction accounts, checking and other bank accounts and custodian and other securities safekeeping accounts, (other than the Guarantori) will observe all corporate formalities necessary to remain a legal entity separate and distinct fromfrom those of each of Cayco and Luxco and (ii) in a manner so that it will not be difficult or costly to segregate, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain ascertain or otherwise identify its assets and liabilities separate and distinct from those the assets and liabilities of Cayco and Luxco; (b) each Unrelated Party of Cayco and Luxco will maintain their books, financial records and accounts, including inter-entity transaction accounts, checking and other than the Borrowerbank accounts and custodian and other securities safekeeping accounts, (i) separate and will not commingle its assets with distinct from those of any Unrelated Party other than Person and (ii) in a manner so that it will not be difficult or costly to segregate, ascertain or otherwise identify its assets and liabilities separate and distinct from the Borrowerassets and liabilities of any other Person; (c) Each Obligor (other than each of Agilent and the Guarantor) shall maintain Agilent Subsidiaries will not commingle any of its accounts assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of Cayco and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the BorrowerLuxco; (d) Each Obligor (other than each of Cayco and Luxco will not commingle any of its assets, funds, liabilities or business functions with the Guarantor) shall maintain recordsassets, booksfunds, accounts and minutes separate from those liabilities or business functions of any Unrelated Partyother Person; (e) Each Obligor (other than the Guarantor) shall each of Cayco and Luxco will conduct its own business in its own name, and not in the name of any Unrelated Partyobserve all requisite corporate or other organizational and internal procedures and formalities under applicable law; (f) Each Obligor neither Cayco nor Luxco will be consensually merged or consolidated with any other Person (other than the Guarantor) shall maintain with Agilent or an arm’s-length relationship with its AffiliatesAgilent Subsidiary solely for accounting and U.S. federal or other applicable income tax purposes); (g) Each Obligor (other than none of Agilent and the Guarantor) shall maintain separate financial statements from each Unrelated Party, Agilent Subsidiaries will conduct its business in the name of Cayco or if part of a consolidated group, then it will be shown as a separate member of such groupLuxco; (h) Each Obligor Agilent will include in its periodic reports filed with the SEC information that clearly discloses the separate existence and identity of Cayco from Agilent and the Agilent Subsidiaries and that Cayco has separate assets and liabilities; (i) conduct all transactions, contracts and dealings between Agilent or any Agilent Subsidiary, on the one hand, and Cayco or Luxco, on the other hand, including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person; (j) conduct all transactions, contracts and dealings between Cayco or Luxco, on the one hand, and any other Person, on the other hand, including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person; (k) each of Cayco and Luxco will hold all of its assets in its own name; (l) conduct all transactions between Cayco or Luxco, on the one hand, and any other Person, on the other hand, in the name of Cayco or Luxco, as applicable, as an entity separate and distinct from any other Person; (m) except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will pay its liabilities and losses from its respective assets and each of Agilent and the Agilent Subsidiaries will pay their liabilities and losses from assets other than those of Cayco and Luxco; (n) cause its representatives and agents (whether or not they are “loaned” employees of Agilent or any Agilent Subsidiary), when purporting to act on behalf of Cayco or Luxco, to hold themselves out to third parties as being representatives or agents, as the Guarantorcase may be, of Cayco or Luxco and, to the extent any such items are utilized, will utilize business cards, letterhead, purchase orders, invoices and the like of Cayco or Luxco, as applicable, when so acting; (o) shall pay except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will compensate all consultants, independent contractors and agents from its own liabilities funds for services provided to it by such consultants, independent contractors and obligations out agents; (p) ensure that, to the extent that Cayco or Luxco, on the one hand, and any other Person, on the other hand: (i) jointly contract or do business with vendors or service providers or share overhead expenses, the costs and expenses incurred in so doing will be fairly and non–arbitrarily allocated between or among such Persons, with the result that each such Person bears its fair share of all such costs and expenses; and (ii) contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of the other, then the costs incurred in so doing will be fairly and non–arbitrarily allocated to the Person for whose benefit the goods or services are provided, with the result that each such Person bears its own fundsfair share of all such costs; (q) neither Agilent nor any Agilent Subsidiary will make any inter-entity loans, whether advances, guarantees, extensions of credit or contributions of capital to, from or for the benefit of Cayco or Luxco, as the case may be, without proper documentation and accounting in accordance with applicable generally accepted accounting principals and only in accordance with, or as contemplated by, the ordinary course provisions of business the Certificate of Designations and the Operative Documents; (r) neither Cayco nor Luxco will make any inter-entity loans, advances, extensions of credit or notcontributions of capital to, from or for the benefit of any other Person without proper documentation and accounting in accordance with applicable generally accepted accounting principals and only in accordance with, or as contemplated by, the provisions of Certificate of Designations and the Operative Documents; (s) not to refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from each Unrelated Party, provided that liabilities Cayco and obligations of Vessel Owners may be paid by BorrowerLuxco; (it) Each Obligor (each of Cayco and Luxco will not refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from any other than the Guarantor) shall use separate invoices and checks from those of each Unrelated PartyPerson; (ju) Each Obligor neither Agilent nor any Agilent Subsidiary will hold out the credit of Cayco or Luxco as being available to satisfy the obligations of Agilent or any Agilent Subsidiary or any other Person; (v) neither Cayco nor Luxco will hold out the credit of any other than Person as being available to satisfy the Guarantorobligations of Cayco or Luxco, except as contemplated by the Indemnity Documents; (w) shall neither Cayco nor Luxco will hold itself out its credit as a separate entitybeing available to satisfy the obligations of any other Person; (x) each Agilent Party will maintain adequate capital in light of its contemplated business operations; (y) except as otherwise contemplated in the Indemnity Documents, neither Agilent nor any Agilent Subsidiary will guarantee or become obligated for the Indebtedness or other obligations of Cayco or Luxco; (z) neither Cayco nor Luxco will guarantee or become obligated for the debts of any other Person; (aa) neither Agilent nor any Agilent Subsidiary will acquire the obligations or securities of Cayco or Luxco, except as contemplated by or permitted under the Operative Documents; (bb) neither Cayco nor Luxco will acquire or hold the obligations, securities or any other Indebtedness of any other Person, except as contemplated by or permitted under the Operative Documents; (cc) to the extent any such items are used, use stationery, invoices, and checks bearing its own name; (dd) neither Agilent nor any Agilent Subsidiary will pledge their respective assets for the benefit of Cayco or Luxco, except in connection with any statutory lien under Dutch law on the assets of the Foundation for the benefit of the holders of its Depository Receipts; (ee) neither Cayco nor Luxco will pledge their respective assets for the benefit of any other Person; (ff) each of Agilent and the Agilent Subsidiaries will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its status as a separate entityidentity from Cayco and Luxco; (kgg) Each Obligor (each of Cayco and Luxco will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its separate identity from any other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated PartyPerson; (lhh) Each Obligor (other than the Guarantor) shall not hold out use its separate existence and not permit that it is its separate existence be used by any of its Affiliates, in each case, to abuse its creditors or to perpetrate a division of any Unrelated Partyfraud, injury, or that any Unrelated Party is a division of itinjustice on its creditors; (mii) Each Obligor ensure that (other than the Guarantori) shall not induce all transactions between it or any third party to rely of its Affiliates, on the creditworthiness one hand, and Cayco or Luxco, on the other hand, are, and will be, duly authorized and documented, and recorded accurately in the appropriate books and records of such Persons, and (ii) all such transactions are, and will be, on arms-length terms fair to each party, constitute exchanges for fair consideration and for reasonably equivalent value, and are, and will be, made in good faith and without any Unrelated Party other than the Guarantor in order that such third party will be induced intent to contract with ithinder, delay, or defraud its creditors; (njj) Each Obligor (other than neither Cayco nor Luxco will take any action, or engage in transactions with any of its Affiliates, unless the Guarantor) shall not enter into any boards of managers, managing members, or officers, as appropriate, of such Affiliate and Cayco or Luxco, as the case may be, determine in a reasonable fashion that such actions or transactions between are in their respective entities’ best interests, it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that being agreed by the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, hereto that this Agreement and the other than any agreements in effect on Operative Documents (and the Closing Datetransactions contemplated hereby and thereby and permitted hereunder and thereunder) satisfy the foregoing standard and satisfy the requirements of this clause (jj); and (okk) Each Obligor (no Agilent Party will enter into the transactions contemplated by this Agreement or any other than Operative Document to which it is a party in contemplation of insolvency or with a design to prefer one or more of its creditors to the Guarantor) shall observe all corporate exclusion in whole or other procedures required under applicable law in part of another of its creditors or with an intent to hinder, delay or defraud any of its creditors. Notwithstanding the foregoing restrictions on its activities, Agilent and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that World Trade will cause each of its directors will act in accordance with their duties at law Cayco and Luxco to exercise independent judgmentbe authorized and permitted to take the actions required by this Agreement and the other Operative Documents to which it is a party. Notwithstanding clause (x) of this Section 3.1, and nothing herein shall not in breach require or be deemed to require Agilent or any Agilent Subsidiary, directly or indirectly, (a) to pay or guarantee the payment of those duties, act solely in accordance with or to take any direction, opinion, recommendation action intended to pay or instruction guarantee the payment of any Unrelated Party in relation expenses or liabilities of Cayco or Luxco or (b) to make any capital contribution to or otherwise advance or supply funds or assets to Cayco or Luxco for the approval purchase or rejection of, or the exercise payment of any voting power in relation to, any transaction approval requirementsexpenses or liabilities of Cayco or Luxco or to maintain working capital or equity capital of Cayco or Luxco or otherwise to maintain the net worth or solvency of Cayco or Luxco.

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows: (a) Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the BorrowerCompany, and will not commingle its assets with those of any Unrelated Party other than the BorrowerCompany; (c) Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower Company and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the BorrowerCompany; (d) Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party; (e) Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party; (f) Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates; (g) Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group; (h) Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by BorrowerCompany; (i) Each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party; (j) Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity; (k) Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party; (l) Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it; (m) Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness or any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it; (n) Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Signing Date; and (o) Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under applicable law Applicable Law and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and to exercise independent judgment, and shall not in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such Agilent and World Trade hereby, jointly and severally, covenant and agree that it is a separate so long as any Class A Preferred Shares remain outstanding, each of Agilent and readily identifiable business fromWorld Trade will, and independent ofwill cause each of the other Agilent Parties and each of the other Agilent Subsidiaries to, any Unrelated Party, and further covenants as followscomply with the following undertakings: (a) Each Obligor each of Agilent and the Agilent Subsidiaries will maintain its books, financial records and accounts, including inter-entity transaction accounts, checking and other bank accounts and custodian and other securities safekeeping accounts, (other than the Guarantori) will observe all corporate formalities necessary to remain a legal entity separate and distinct fromfrom those of each of Cayco and Luxco and (ii) in a manner so that it will not be difficult or costly to segregate, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain ascertain or otherwise identify its assets and liabilities separate and distinct from those the assets and liabilities of Cayco and Luxco; (b) each Unrelated Party of Cayco and Luxco will maintain their books, financial records and accounts, including inter-entity transaction accounts, checking and other than the Borrowerbank accounts and custodian and other securities safekeeping accounts, (i) separate and will not commingle its assets with distinct from those of any Unrelated Party other than Person and (ii) in a manner so that it will not be difficult or costly to segregate, ascertain or otherwise identify its assets and liabilities separate and distinct from the Borrowerassets and liabilities of any other Person; (c) Each Obligor (other than each of Agilent and the Guarantor) shall maintain Agilent Subsidiaries will not commingle any of its accounts assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of Cayco and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the BorrowerLuxco; (d) Each Obligor (other than each of Cayco and Luxco will not commingle any of its assets, funds, liabilities or business functions with the Guarantor) shall maintain recordsassets, booksfunds, accounts and minutes separate from those liabilities or business functions of any Unrelated Partyother Person; (e) Each Obligor (other than the Guarantor) shall each of Cayco and Luxco will conduct its own business in its own name, and not in the name of any Unrelated Partyobserve all requisite corporate or other organizational and internal procedures and formalities under applicable law; (f) Each Obligor neither Cayco nor Luxco will be consensually merged or consolidated with any other Person (other than the Guarantor) shall maintain with Agilent or an arm’s-length relationship with Agilent Subsidiary solely for accounting purposes and other than Luxco being disregarded as an entity separate from its Affiliatesowner for U.S. tax purposes); (g) Each Obligor (other than none of Agilent and the Guarantor) shall maintain separate financial statements from each Unrelated Party, Agilent Subsidiaries will conduct its business in the name of Cayco or if part of a consolidated group, then it will be shown as a separate member of such groupLuxco; (h) Each Obligor Agilent will include in its periodic reports filed with the SEC information that clearly discloses the separate existence and identity of Cayco from Agilent and the Agilent Subsidiaries and that Cayco has separate assets and liabilities; (i) conduct all transactions, contracts and dealings between Agilent or any Agilent Subsidiary, on the one hand, and Cayco or Luxco, on the other hand, including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person; (j) conduct all transactions, contracts and dealings between Cayco or Luxco, on the one hand, and any other Person, on the other hand, including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person; (k) each of Cayco and Luxco will hold all of its assets in its own name; (l) conduct all transactions between Cayco or Luxco, on the one hand, and any other Person, on the other hand, in the name of Cayco or Luxco, as applicable, as an entity separate and distinct from any other Person; (m) except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will pay its liabilities and losses from its assets, and each of Agilent and the Agilent Subsidiaries will pay their liabilities and losses from assets other than those of Cayco and Luxco; (n) cause its representatives and agents (whether or not they are “loaned” employees of Agilent or any Agilent Subsidiary), when purporting to act on behalf of Cayco or Luxco, to hold themselves out to third parties as being representatives or agents, as the Guarantorcase may be, of Cayco or Luxco and, to the extent any such items are utilized, will utilize business cards, letterhead, purchase orders, invoices and the like of Cayco or Luxco, as applicable, when so acting; (o) shall pay except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will compensate all consultants, independent contractors and agents from its own liabilities funds for services provided to it by such consultants, independent contractors and obligations out agents; (p) ensure that, to the extent that Cayco or Luxco, on the one hand, and any other Person, on the other hand: (i) jointly contract or do business with vendors or service providers or share overhead expenses, the costs and expenses incurred in so doing will be fairly and non–arbitrarily allocated between or among such Persons, with the result that each such Person bears its fair share of all such costs and expenses; and (ii) contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of the other, then the costs incurred in so doing will be fairly and non–arbitrarily allocated to the Person for whose benefit the goods or services are provided, with the result that each such Person bears its own fundsfair share of all such costs; (q) neither Agilent nor any Agilent Subsidiary will make any inter-entity loans, whether advances, guarantees, extensions of credit or contributions of capital to, from or for the benefit of Cayco or Luxco, as the case may be, without proper documentation and accounting in accordance with applicable generally accepted accounting principles and only in accordance with, or as contemplated by, the ordinary course provisions of business the Certificate of Designations and the Operative Documents; (r) neither Cayco nor Luxco will make any inter-entity loans, advances, extensions of credit or notcontributions of capital to, from or for the benefit of any other Person without proper documentation and accounting in accordance with applicable generally accepted accounting principles and only in accordance with, or as contemplated by, the provisions of Certificate of Designations and the Operative Documents; (s) not to refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from each Unrelated Party, provided that liabilities Cayco and obligations of Vessel Owners may be paid by BorrowerLuxco; (it) Each Obligor (each of Cayco and Luxco will not refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from any other than the Guarantor) shall use separate invoices and checks from those of each Unrelated PartyPerson; (ju) Each Obligor neither Agilent nor any Agilent Subsidiary will hold out the credit of Cayco or Luxco as being available to satisfy the obligations of Agilent or any Agilent Subsidiary or any other Person; (v) neither Cayco nor Luxco will hold out the credit of any other than Person as being available to satisfy the Guarantorobligations of Cayco or Luxco, except as contemplated by the Indemnity Documents; (w) shall neither Cayco nor Luxco will hold itself out its credit as a separate entitybeing available to satisfy the obligations of any other Person; (x) each Agilent Party will maintain adequate capital in light of its contemplated business operations; (y) except as otherwise contemplated in the Indemnity Documents, neither Agilent nor any Agilent Subsidiary will guarantee or become obligated for the Indebtedness or other obligations of Cayco or Luxco; (z) neither Cayco nor Luxco will guarantee or become obligated for the debts of any other Person; (aa) neither Agilent nor any Agilent Subsidiary will acquire the obligations or securities of Cayco or Luxco, except as contemplated by or permitted under the Operative Documents; (bb) neither Cayco nor Luxco will acquire or hold the obligations, securities or any other Indebtedness of any other Person, except as contemplated by or permitted under the Operative Documents; (cc) to the extent any such items are used, use stationery, invoices, and checks bearing its own name; (dd) neither Agilent nor any Agilent Subsidiary will pledge its assets for the benefit of Cayco or Luxco, except in connection with any statutory lien under Dutch law on the assets of the Foundation for the benefit of the holders of its Depository Receipts; (ee) neither Cayco nor Luxco will pledge its assets for the benefit of any other Person; (ff) each of Agilent and the Agilent Subsidiaries will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its status as a separate entityidentity from Cayco and Luxco; (kgg) Each Obligor (each of Cayco and Luxco will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its separate identity from any other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated PartyPerson; (lhh) Each Obligor (other than the Guarantor) shall each of Cayco and Luxco will not hold out use its separate existence and not permit that it is its separate existence be used by any of its Affiliates, in each case, to abuse its creditors or to perpetrate a division of any Unrelated Partyfraud, injury, or that any Unrelated Party is a division of itinjustice on its creditors; (mii) Each Obligor each of Cayco and Luxco will ensure that (other than the Guarantori) shall not induce all transactions between it or any third party to rely of its Affiliates, on the creditworthiness one hand, and Cayco or Luxco, on the other hand, are, and will be, duly authorized and documented, and recorded accurately in the appropriate books and records of such Persons, and (ii) all such transactions are, and will be, on arms-length terms fair to each party, constitute exchanges for fair consideration and for reasonably equivalent value, and are, and will be, made in good faith and without any Unrelated Party other than the Guarantor in order that such third party will be induced intent to contract with ithinder, delay, or defraud its creditors; (njj) Each Obligor (other than neither Cayco nor Luxco will take any action, or engage in transactions with any of its Affiliates, unless the Guarantor) shall not enter into any boards of managers, managing members, or officers, as appropriate, of such Affiliate and Cayco or Luxco, as the case may be, determine in a reasonable fashion that such actions or transactions between are in their respective entities’ best interests, it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that being agreed by the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, hereto that this Agreement and the other than any agreements in effect on Operative Documents (and the Closing Datetransactions contemplated hereby and thereby and permitted hereunder and thereunder) satisfy the foregoing standard and satisfy the requirements of this clause (jj); and (okk) Each Obligor (no Agilent Party will enter into the transactions contemplated by this Agreement or any other than Operative Document to which it is a party in contemplation of insolvency or with a design to prefer one or more of its creditors to the Guarantor) shall observe all corporate exclusion in whole or other procedures required under applicable law in part of another of its creditors or with an intent to hinder, delay or defraud any of its creditors. Notwithstanding the foregoing restrictions on its activities, Agilent and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that World Trade will cause each of its directors will act in accordance with their duties at law Cayco and Luxco to exercise independent judgmentbe authorized and permitted to take the actions required by the Certificate of Designations and the Operative Documents to which it is a party. Notwithstanding clause (x) of this Section 3.1, and nothing herein shall not in breach require or be deemed to require Agilent or any Agilent Subsidiary, directly or indirectly, (a) to pay or guarantee the payment of those duties, act solely in accordance with or to take any direction, opinion, recommendation action intended to pay or instruction guarantee the payment of any Unrelated Party in relation expenses or liabilities of Cayco or Luxco or (b) to make any capital contribution to or otherwise advance or supply funds or assets to Cayco or Luxco for the approval purchase or rejection of, or the exercise payment of any voting power in relation to, any transaction approval requirementsexpenses or liabilities of Cayco or Luxco or to maintain working capital or equity capital of Cayco or Luxco or otherwise to maintain the net worth or solvency of Cayco or Luxco.

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows: (a) Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower; (c) Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower; (d) Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party; (e) Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party; (f) Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates; (g) Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group; (h) Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower; (i) Each Commencing no later than ninety (90) days following the Closing Date, each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party; (j) Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity; (k) Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party; (l) Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it; (m) Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness or any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it; (n) Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Date; and (o) Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under applicable law and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and to exercise independent judgment, and shall not in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows: (ai) Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party; (bii) Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower; (ciii) Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower;; 84 #4866-5228-1161 (div) Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party; (ev) Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party; (fvi) Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates; (gvii) Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group; (hviii) Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower; (iix) Each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party; (jx) Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity; (kxi) Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party; (lxii) Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it; (mxiii) Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness or of any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it; (nxiv) Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Restatement Date; and; (oxv) Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under applicable law Applicable Law and under its constitutive documents; and (pxvi) Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and to exercise independent judgment, and shall not be in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.. 85 #4866-5228-1161

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate Agilent and readily identifiable business fromWorld Trade hereby, jointly and severally, covenant and agree that, so long as any Class A Preferred Shares remain outstanding, each of Agilent and World Trade will, and independent ofwill cause each of the other Agilent Parties and each of the other Agilent Subsidiaries to, any Unrelated Party, and further covenants as followscomply with the following undertakings: (a) Each Obligor each of Agilent and the Agilent Subsidiaries will maintain its books, financial records and accounts, including inter-entity transaction accounts, checking and other bank accounts and custodian and other securities safekeeping accounts, (other than the Guarantori) will observe all corporate formalities necessary to remain a legal entity separate and distinct fromfrom those of each of Cayco and Luxco and (ii) in a manner so that it will not be difficult or costly to segregate, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain ascertain or otherwise identify its assets and liabilities separate and distinct from those the assets and liabilities of Cayco and Luxco; (b) each Unrelated Party of Cayco and Luxco will maintain their books, financial records and accounts, including inter-entity transaction accounts, checking and other than the Borrowerbank accounts and custodian and other securities safekeeping accounts, (i) separate and will not commingle its assets with distinct from those of any Unrelated Party other than Person and (ii) in a manner so that it will not be difficult or costly to segregate, ascertain or otherwise identify its assets and liabilities separate and distinct from the Borrowerassets and liabilities of any other Person; (c) Each Obligor (other than each of Agilent and the Guarantor) shall maintain Agilent Subsidiaries will not commingle any of its accounts assets, funds, liabilities or business functions with the assets, funds, liabilities or business functions of Cayco and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the BorrowerLuxco; (d) Each Obligor (other than each of Cayco and Luxco will not commingle any of its assets, funds, liabilities or business functions with the Guarantor) shall maintain recordsassets, booksfunds, accounts and minutes separate from those liabilities or business functions of any Unrelated Partyother Person; (e) Each Obligor (other than the Guarantor) shall each of Cayco and Luxco will conduct its own business in its own name, and not in the name of any Unrelated Partyobserve all requisite corporate or other organizational and internal procedures and formalities under applicable law; (f) Each Obligor neither Cayco nor Luxco will be consensually merged or consolidated with any other Person (other than the Guarantor) shall maintain with Agilent or an arm’s-length relationship with its AffiliatesAgilent Subsidiary solely for accounting and U.S. federal or other applicable income tax purposes); (g) Each Obligor (other than none of Agilent and the Guarantor) shall maintain separate financial statements from each Unrelated Party, Agilent Subsidiaries will conduct its business in the name of Cayco or if part of a consolidated group, then it will be shown as a separate member of such groupLuxco; (h) Each Obligor Agilent will include in its periodic reports filed with the SEC information that clearly discloses the separate existence and identity of Cayco from Agilent and the Agilent Subsidiaries and that Cayco has separate assets and liabilities; (i) conduct all transactions, contracts and dealings between Agilent or any Agilent Subsidiary, on the one hand, and Cayco or Luxco, on the other hand, including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person; (j) conduct all transactions, contracts and dealings between Cayco or Luxco, on the one hand, and any other Person, on the other hand, including transactions, agreements and dealings pursuant to which the assets or property of one is used or to be used by the other, in a manner that reflects the separate identity and legal existence of each such Person; (k) each of Cayco and Luxco will hold all of its assets in its own name; (l) conduct all transactions between Cayco or Luxco, on the one hand, and any other Person, on the other hand, in the name of Cayco or Luxco, as applicable, as an entity separate and distinct from any other Person; (m) except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will pay its liabilities and losses from its assets, and each of Agilent and the Agilent Subsidiaries will pay their liabilities and losses from assets other than those of Cayco and Luxco; (n) cause its representatives and agents (whether or not they are “loaned” employees of Agilent or any Agilent Subsidiary), when purporting to act on behalf of Cayco or Luxco, to hold themselves out to third parties as being representatives or agents, as the Guarantorcase may be, of Cayco or Luxco and, to the extent any such items are utilized, will utilize business cards, letterhead, purchase orders, invoices and the like of Cayco or Luxco, as applicable, when so acting; (o) shall pay except as otherwise contemplated in the Indemnity Documents, each of Cayco and Luxco will compensate all consultants, independent contractors and agents from its own liabilities funds for services provided to it by such consultants, independent contractors and obligations out agents; (p) ensure that, to the extent that Cayco or Luxco, on the one hand, and any other Person, on the other hand: (i) jointly contract or do business with vendors or service providers or share overhead expenses, the costs and expenses incurred in so doing will be fairly and non–arbitrarily allocated between or among such Persons, with the result that each such Person bears its fair share of all such costs and expenses; and (ii) contracts or does business with vendors or service providers where the goods or services are wholly or partially for the benefit of the other, then the costs incurred in so doing will be fairly and non–arbitrarily allocated to the Person for whose benefit the goods or services are provided, with the result that each such Person bears its own fundsfair share of all such costs; (q) neither Agilent nor any Agilent Subsidiary will make any inter-entity loans, whether advances, guarantees, extensions of credit or contributions of capital to, from or for the benefit of Cayco or Luxco, as the case may be, without proper documentation and accounting in accordance with applicable generally accepted accounting principles and only in accordance with, or as contemplated by, the ordinary course provisions of business the Certificate of Designations and the Operative Documents; (r) neither Cayco nor Luxco will make any inter-entity loans, advances, extensions of credit or notcontributions of capital to, from or for the benefit of any other Person without proper documentation and accounting in accordance with applicable generally accepted accounting principles and only in accordance with, or as contemplated by, the provisions of Certificate of Designations and the Operative Documents; (s) not to refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from each Unrelated Party, provided that liabilities Cayco and obligations of Vessel Owners may be paid by BorrowerLuxco; (it) Each Obligor (each of Cayco and Luxco will not refer to itself in a manner inconsistent with its status as a legal entity separate and distinct from any other than the Guarantor) shall use separate invoices and checks from those of each Unrelated PartyPerson; (ju) Each Obligor neither Agilent nor any Agilent Subsidiary will hold out the credit of Cayco or Luxco as being available to satisfy the obligations of Agilent or any Agilent Subsidiary or any other Person; (v) neither Cayco nor Luxco will hold out the credit of any other than Person as being available to satisfy the Guarantorobligations of Cayco or Luxco, except as contemplated by the Indemnity Documents; (w) shall neither Cayco nor Luxco will hold itself out its credit as a separate entitybeing available to satisfy the obligations of any other Person; (x) each Agilent Party will maintain adequate capital in light of its contemplated business operations; (y) except as otherwise contemplated in the Indemnity Documents, neither Agilent nor any Agilent Subsidiary will guarantee or become obligated for the Indebtedness or other obligations of Cayco or Luxco; (z) neither Cayco nor Luxco will guarantee or become obligated for the debts of any other Person; (aa) neither Agilent nor any Agilent Subsidiary will acquire the obligations or securities of Cayco or Luxco, except as contemplated by or permitted under the Operative Documents; (bb) neither Cayco nor Luxco will acquire or hold the obligations, securities or any other Indebtedness of any other Person, except as contemplated by or permitted under the Operative Documents; (cc) to the extent any such items are used, use stationery, invoices, and checks bearing its own name; (dd) neither Agilent nor any Agilent Subsidiary will pledge its assets for the benefit of Cayco or Luxco, except in connection with any statutory lien under Dutch law on the assets of the Foundation for the benefit of the holders of its Depository Receipts; (ee) neither Cayco nor Luxco will pledge its assets for the benefit of any other Person; (ff) each of Agilent and the Agilent Subsidiaries will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its status as a separate entityidentity from Cayco and Luxco; (kgg) Each Obligor (each of Cayco and Luxco will take all actions that it deems necessary and appropriate to correct any known misunderstanding regarding its separate identity from any other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated PartyPerson; (lhh) Each Obligor (other than the Guarantor) shall each of Cayco and Luxco will not hold out use its separate existence and not permit that it is its separate existence be used by any of its Affiliates, in each case, to abuse its creditors or to perpetrate a division of any Unrelated Partyfraud, injury, or that any Unrelated Party is a division of itinjustice on its creditors; (mii) Each Obligor each of Cayco and Luxco will ensure that (other than the Guarantori) shall not induce all transactions between it or any third party to rely of its Affiliates, on the creditworthiness one hand, and Cayco or Luxco, on the other hand, are, and will be, duly authorized and documented, and recorded accurately in the appropriate books and records of such Persons, and (ii) all such transactions are, and will be, on arms-length terms fair to each party, constitute exchanges for fair consideration and for reasonably equivalent value, and are, and will be, made in good faith and without any Unrelated Party other than the Guarantor in order that such third party will be induced intent to contract with ithinder, delay, or defraud its creditors; (njj) Each Obligor (other than neither Cayco nor Luxco will take any action, or engage in transactions with any of its Affiliates, unless the Guarantor) shall not enter into any boards of managers, managing members, or officers, as appropriate, of such Affiliate and Cayco or Luxco, as the case may be, determine in a reasonable fashion that such actions or transactions between are in their respective entities’ best interests, it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that being agreed by the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, hereto that this Agreement and the other than any agreements in effect on Operative Documents (and the Closing Datetransactions contemplated hereby and thereby and permitted hereunder and thereunder) satisfy the foregoing standard and satisfy the requirements of this clause (jj); and (okk) Each Obligor (no Agilent Party will enter into the transactions contemplated by this Agreement or any other than Operative Document to which it is a party in contemplation of insolvency or with a design to prefer one or more of its creditors to the Guarantor) shall observe all corporate exclusion in whole or other procedures required under applicable law in part of another of its creditors or with an intent to hinder, delay or defraud any of its creditors. Notwithstanding the foregoing restrictions on its activities, Agilent and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that World Trade will cause each of its directors will act in accordance with their duties at law Cayco and Luxco to exercise independent judgmentbe authorized and permitted to take the actions required by this Agreement and the other Operative Documents to which it is a party. Notwithstanding clause (x) of this Section 3.1, and nothing herein shall not in breach require or be deemed to require Agilent or any Agilent Subsidiary, directly or indirectly, (a) to pay or guarantee the payment of those duties, act solely in accordance with or to take any direction, opinion, recommendation action intended to pay or instruction guarantee the payment of any Unrelated Party in relation expenses or liabilities of Cayco or Luxco or (b) to make any capital contribution to or otherwise advance or supply funds or assets to Cayco or Luxco for the approval purchase or rejection of, or the exercise payment of any voting power in relation to, any transaction approval requirementsexpenses or liabilities of Cayco or Luxco or to maintain working capital or equity capital of Cayco or Luxco or otherwise to maintain the net worth or solvency of Cayco or Luxco.

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows: (a) Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower; (c) Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower; (d) Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party; (e) Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party; (f) Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates; (g) Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group; (h) Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower; (i) Each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party; (j) Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity; (k) Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party; (l) Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it; (m) Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness or of any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it; (n) Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Restatement Date; and64 #4858-9314-8498 (o) Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under applicable law Applicable Law and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and to exercise independent judgment, and shall not be in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows: (a) Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party; (b) Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the BorrowerCompany, and will not commingle its assets with those of any Unrelated Party other than the BorrowerCompany; (c) Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower Company and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the BorrowerCompany; (d) Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party; (e) Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party; (f) Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates; (g) Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group; (h) Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by BorrowerCompany; (i) Each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party; (j) Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity; (k) Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party; (l) Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it; (m) Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness or any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it; (n) Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Datedate of the Initial Closing; and (o) Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under applicable law Applicable Law and under its constitutive documents; and (p) Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and to exercise independent judgment, and shall not in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.