Common use of Separateness Clause in Contracts

Separateness. The Borrower shall: (A) maintain records and books of account separate from those of any other Person; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documents.

Separateness. The Borrower shallSeller acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each of the Originators and their respective other Affiliates (each, a “Related Entity”). Seller will: (Ai) maintain its books and records and books of account bank accounts separate from those of any other PersonRelated Entity; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (Gii) at all times hold itself out to the public and all other Persons as a company legal entity separate from all its member and any other PersonsPerson; (Hiii) have a board of directors separate from that of its member and any other Person; (iv) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns separate from those or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (v) except as contemplated herein or in any other Transaction Document, not commingle its assets with assets of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (Ivi) conduct its business in its own name and strictly comply with all organisational organizational formalities necessary to maintain its separate existence; (Jvii) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms)maintain separate financial statements; (Kviii) use separate invoices bearing pay its own nameliabilities only out of its own funds; (Lix) maintain an arm’s length relationship with each other Related Entity; (x) pay the salaries of its own employees, if any; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably with other Persons any overhead for shared office space; (xiii) except as contemplated herein or in any other Transaction Document, use separate stationery, invoices and checks; (xiv) except as contemplated herein or in any other Transaction Document, not pledge its assets for the benefit of any other Person; (xv) correct any known misunderstanding regarding its separate identity identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and not identify itself as a department or division liabilities; (xvii) cause its Board of Directors to keep minutes of any meetings and actions and observe all other PersonDelaware limited liability company formalities; (xviii) not acquire any securities of its member; (xix) act solely in its own name and through its own authorized managers, directors, members, officers and agents, except as expressly permitted under the Transaction Documents; and (Mxx) not buycause its directors, or hold any evidence ofofficers, Financial Indebtedness agents and other representatives to act at all times with respect to Seller consistently and in furtherance of any Affiliate except as expressly contemplated by the Transaction Documentsforegoing and in the best interests of Seller.

Separateness. The Borrower shall: (A) shall take, and shall cause the Borrower General Partner to take, all reasonable steps to maintain records its identity as a separate legal entity and books to make it manifest to third parties that each of account separate the Borrower and the Borrower General Partner is an entity with assets and liabilities distinct from those of any other PersonOther CNL Company and not just a division of any Other CNL Company. Without limiting the generality of the foregoing, the Borrower shall, and shall cause the Borrower General Partner to: (i) conduct its business from an office separate from that of the Other CNL Companies (but which may be located in the same facility as one or more of the Other CNL Companies); (Bii) pay be adequately capitalized in light of its contemplated business; (iii) provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Borrower and the Other CNL Companies on a basis reasonably related to use; (Civ) not hold itself as being liable for the debts of any other Person, pledge maintain its assets to secure and transactions separately from those of the obligations Other CNL Companies and reflect such assets and transactions in financial statements separate and distinct from those of any other Person (other than the Existing Security Other CNL Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other PersonOther CNL Companies; (Dv) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons under the Borrower's or the Borrower General Partner's (as applicable) own name as a company legal entity separate and distinct from all other Personsthe Other CNL Companies; (Hvi) file not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CNL Companies; (vii) not maintain any joint account with any Other CNL Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CNL Company; (viii) not make any payment or distribution of assets with respect to any obligation of any Other CNL Company or grant an Adverse Claim on any of its own tax returns separate assets to secure any obligation of any Other CNL Company; (ix) not make loans, advances or otherwise extend credit to any of the Other CNL Companies; (x) hold regular duly noticed meetings of its partners, make and retain minutes of such meetings and otherwise observe all limited partnership formalities; (xi) not engage in any transaction with any of the Other CNL Companies, except as permitted by this Agreement and as contemplated by the Loan Contribution Agreement and the Loan Sale Agreements; and (xii) prepare its financial statements separately from those of any of the Other CNL Companies and insure that any consolidated financial statements of any Other CNL Company that are filed with the Securities and Exchange Commission or any other Person, except governmental agency or are furnished to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto creditors of any Other CNL Company have notes clearly stating that the Transaction Documents are Borrower is the owner of the Loans and is a separate entity and that the Borrower's assets will be available first and foremost to satisfy the claims of the creditors of the Borrower. The Servicer shall take, and shall cause each Other CNL Company to take, all actions necessary on such termsits part in order to ensure compliance with the covenants set forth in this Section 5.1(n); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documents.

Separateness. The Borrower shallOversight Committee shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a separate legal entity. Except as otherwise provided in the Plan, the Oversight Committee also shall cause the Company to: (Aa) maintain its own separate books and records and books of account separate from those of any other Personbank accounts; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (Gb) at all times hold itself out to the public and all other Persons as a company legal entity separate from all the Member and any other PersonsPerson; (Hc) as provided herein, file its own tax returns, if any, as may be required under applicable Law, to the extent (A) not part of a consolidated group filing a consolidated return or Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 10 of 60 returns separate from those or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable Law; (d) except as provided in the Plan, the U.S. Acquisition Agreement, the Shared Services Agreement, the Transition Services Agreement, this Agreement and the Plan Administrator Agreement (together, the “Transaction Documents”), not commingle its assets with assets of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (Ie) except as provided in the Transaction Documents, conduct its business in its own name and comply with all organisational organizational formalities necessary to maintain its separate existence; (Jf) maintain separate financial statements; and, if consolidated with financial statements of affiliates, include footnotes to the effect that the Company is a separate legal entity and that its assets are not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by satisfy the Parties hereto that the Transaction Documents are on such terms)claims against affiliates; (Kg) except as provided in the Transaction Documents, pay its own liabilities only out of its own funds, provided that the foregoing shall not require the Member to make any capital contributions to the Company; (h) maintain an arm’s length relationship with its affiliates and the Member; (i) not hold out its credit or assets as being available to satisfy the obligations of others; (j) allocate fairly and reasonably any overhead for shared office space; (k) use separate stationery, invoices bearing its own nameand checks; (Ll) not pledge its assets for the benefit of any other Person; (m) correct any known misunderstanding regarding its separate identity identity; Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 11 of 60 (n) maintain capital as provided in the Plan, provided that the foregoing shall not require the Member to make any capital contributions to the Company; (o) cause the Oversight Committee to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (p) not identify itself as a department or division acquire any securities of any other Personthe Member; and (Mq) advise its Managers, officers, agents and other representatives to act at all times, with respect to the Company, consistently and in furtherance of the foregoing. Failure of the Company or Oversight Committee on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not buy, affect the status of the Company as a separate legal entity or hold any evidence of, Financial Indebtedness the limited liability of any Affiliate except as expressly contemplated by the Transaction DocumentsMember or the Oversight Committee.

Separateness. The Borrower shallacknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from the Seller and its respective other Affiliates (each, a “Related Entity”). Therefore, from and after the date of execution and delivery of this Agreement, the Borrower shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent or any Lender may from time to time reasonably request, to maintain the Borrower’s identity as a separate legal entity and to make it manifest to third parties that the Borrower is an entity with assets and liabilities distinct from those of the other Related Entities and not just a division thereof. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, except as herein specifically otherwise provided, the Borrower will: (i) maintain its own books and records separate and apart from those of any other Related Entity; (ii) at all times hold itself out to the public as a legal entity separate and apart from its parent and any other Related Entity; (iii) have a Board composed differently from that of its parent; (iv) file its own tax returns, if any, as may be required under applicable law, to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (v) conduct its business solely in its own name in order not to (A) mislead others as to the identity with which such other party is transacting business or (B) suggest that it is responsible for the debts of any third party; (vi) subject to the provisions of its Organizational Documents, at all times maintain records at least one Independent Manager; (vii) maintain its Organizational Documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify such Organizational Document in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, this Section; and books (B) it provides for the notice, the Borrower certification and the Administrative Agent’s written acknowledgement specified in Section 5.1(b)(v) hereof; (viii) ensure that all limited liability company actions with respect to (A) the filing for any petition of bankruptcy of the Borrower and (B) the merger, consolidation, dissolution or liquidation of the Borrower are duly authorized by unanimous vote of its managers (including the Independent Manager); (ix) maintain statements of account separate from those of any other Person, separately identifying its own assets, liabilities and financial affairs, and ensure that any consolidated financial statements of any other Person that include Borrower indicate that the assets of the Borrower are not available to creditors of such Person; (x) remain solvent and pay its indebtedness, operating expenses and other liabilities out of its own funds and assets, allocating fairly and reasonably any general overhead or administrative expenses incurred by itself or any Affiliate on its behalf; (xi) maintain an arm’s-length relationship with its Related Entities, and enter into contracts or agreements with any such Related Entity only upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than Related Entities; (xii) not hold itself out as having agreed to pay or become liable for the debts of any of its Related Entities or fail to correct any known misrepresentation with respect to the foregoing; (xiii) not operate or purport to operate as an integrated, single economic unit with respect to any of its Related Entities or any other Person; (xiv) not seek or obtain credit or incur any obligation to any third party based upon the assets of any of its Related Entities, or induce any third party to rely on the creditworthiness of any such Person in connection therewith; (xv) use, as applicable, stationery, invoices, checks and other business forms separate from those of any other Person; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (Lxvi) correct any known misunderstanding regarding its separate identity identity; (xvii) maintain adequate capital in light of its contemplated business purposes; (xviii) observe all limited liability company formalities required by its Organizational Documents and not identify itself as a department or division of any other Personthe Delaware Limited Liability Company Act; and (Mxix) not buytake such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, as counsel for the Borrower and Xxxxxx Xxxxxxxx, in connection with the closing or hold any evidence ofinitial purchase or contribution under the Purchase Agreement and relating to substantive consolidation issues, Financial Indebtedness of any Affiliate except as expressly contemplated by and in the Transaction Documentscertificates accompanying such opinion, remain true and correct in all material respects at all times.

Separateness. The Borrower shall: In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, Lake District represents and warrants that in the conduct of its operations since its organization it has and will continue to observe the following covenants: (Ai) maintain books and records and books of account bank accounts separate from those of any other Person; person or entity; (Bii) pay maintain its own operating expenses assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (iii) comply with all organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations those of any other Person (other than the Existing Security and the Security), guarantee not have its assets listed on any obligation of any Person or become obligated for the debts financial statement of any other Person person or hold out its entity, except that Lake District’s assets may be included in a consolidated financial statement of its’ Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Lake District from such Affiliate and to indicate that Lake District’s assets and credit or assets as being are not available to pay satisfy the debts and other obligations of such Affiliate or any other Person; person or entity (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) except to the extent required under GAAP, ensure that any consolidated financial statements including of the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; other Lake District’s liabilities hereunder); (Gvi) at all times hold itself out to the public prepare and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except person or entity to the extent it is not required by applicable law, and pay any taxes required to file tax returns under Applicable Laws; be paid by applicable law; (Ivii) conduct its business in its own name allocate and comply charge fairly and reasonably any common employee or overhead shared with all organisational formalities necessary to maintain its separate existence; Affiliates; (Jviii) not enter into any transaction with an Affiliate any Affiliate, except on commercially reasonable terms similar to those available to unaffiliated parties in an arm'sarm’s-length transaction basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (Kix) conduct business in its own name, and use separate stationery, invoices and checks bearing its own name; ; (Lx) except as required by the Loan Documents, not commingle its assets or funds with those of any other person or entity; (xi) not assume, guarantee or pay the debts or obligations of any other person or entity; (xii) correct any known misunderstanding regarding as to its separate identity identity; (xiii) not permit any Affiliate to guarantee or pay its obligations (other than limited guarantees and indemnities set forth in the Loan Documents); (xiv) not identify itself as a department make loans or division of advances to any other Personperson or entity; and (Mxv) not buypay its liabilities and expenses out of and to the extent of its own funds; (xvi) maintain a sufficient number of employees in light of its contemplated business purpose and pay the salaries of its own employees, or hold if any, only from and to the extent of its own funds; and (xvii) cause the managers, officers, employees, agents and other representatives of Lake District to act at all times with respect to Lake District consistently and in furtherance of the foregoing and in the best interests of Lake District; provided, however, that none of the foregoing provisions shall require any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documentsequity owner to make additional capital contributions to Lake District.

Separateness. The Each Borrower and Sole Member shall maintain its existence separate and distinct from any other Person. Without limiting the generality of the foregoing, except as expressly permitted pursuant to this Agreement, each Borrower and Sole Member shall: (Aa) pay its debts and liabilities (including overhead expenses) from its own assets (to the extent available therefor) as the same shall become due; (b) comply with its Organization Documents; (c) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (d) maintain records its own separate books, records, and bank accounts, except as expressly otherwise allowed or required by the Loan Documents; (e) maintain separate financial books and records, and to the extent delivered for a single Project, financial statements; provided, however, that a Borrower’s and the 0000-0000-0000\14 Sole Member’s assets may be included in a consolidated financial statement of account separate from those its Affiliates provided that appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the applicable entity and such Affiliates and to indicate that the Borrower’s and the Sole Member’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person. (f) file its own tax returns (except to the extent consolidation is required under relevant tax law), and pay any taxes so required to be paid under applicable law and not permit Sole Member or any Borrower to be treated as a division for tax purposes of another taxpayer; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (Gg) at all times hold itself out to the public and all other Persons as a company legal entity separate and distinct from all other Persons; (H) file its own tax returns separate from those of any other Personentity, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding such status, pay the salaries of its own employees, if any, when due and payable; although from a marketing standpoint, a Project may be disclosed as being associated with the CBL & Associates Properties, Inc., and CBL & Associates Management, Inc. may promote its services related to a Project using service marks that it uses to promote its services at other shopping center owned through affiliates of CBL & Associates Properties, Inc.; (h) maintain an arm’s length relationship with its Affiliates; (i) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person; (j) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided that the foregoing shall not require any direct or indirect member, partner or shareholder of a Borrower or Sole Member to make any additional capital contributions to a Borrower or Sole Member; (k) be an entity disregarded as a separate identity entity or treated as a partnership for federal income tax purposes and not identify itself make any election under Section 301.7701-3(a) of the regulations promulgated pursuant to the Code to be treated as an association taxable as a department corporation for federal income tax purposes; (l) engage only in the business and for the purposes set forth in Section 5.22 of this Agreement (in the case of each Borrower) or division Section 7.18 of this Agreement (in the case of Sole Member); (m) not to guarantee or become obligated for the obligations of any other Person; and (M) not buy, entity or hold any evidence ofout its credit as being available to satisfy the obligations of others, Financial Indebtedness of any Affiliate except for the Loan and except as expressly contemplated permitted by the Transaction Loan Documents; 0000-0000-0000\14 (n) not acquire obligations or securities of its members or other Equity Interest holders, except as permitted by the Loan Documents; (o) use separate stationary, invoices and checks, or with respect to any communication on behalf of a Borrower or Sole Member by its property manager, CBL & Associates Management, Inc., be specifically identified therein; (p) pledge its assets for the benefit of any other entity or make any loans or advances to any entity, except for the loan evidenced by the Sole Member Promissory Note and except as permitted by the Loan Documents; (q) with respect to Sole Member (but not any Borrower) at all times have a duly appointed Independent Manager pursuant to its Organization Documents, and such Organization Documents shall at all times include a requirement that the approval or consent of its Independent Manager shall be required to authorize such entity or to authorize any of its subsidiary Borrowers to: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization petition or proceeding with respect to it, or otherwise institute any proceeding or seek any relief under the Bankruptcy Code or any other Debtor Relief Law with respect to it; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or a substantial portion of its Property; (iii) make any assignment for the benefit of creditors with respect to itself; (iv) admit in writing its inability to pay its debts generally as they become due, provided, that the delivery of the budgets provided for in Section 6.22 shall not in itself constitute an admission of inability to pay its debts; (v) be dissolved or liquidated; (vi) sell all or substantially all of its Property or any Project; or (vii) take any limited liability company or trust action in furtherance of any such action described in clauses (i) through (v) above. (r) with respect to each Borrower, it shall at all times include a requirement that the approval or consent of its Sole Member (including the approval of the Independent Manager of its Sole Member) shall be required to authorize such entity to: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization petition or proceeding with respect to it, or otherwise institute any proceeding or seek any relief under the Bankruptcy Code or any other Debtor Relief Law with respect to it; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or a substantial portion of its Property; (iii) make any assignment for the benefit of creditors with respect to itself; (iv) admit in writing its inability to pay its debts generally as they become due, provided, that the delivery of the budgets provided for in Section 6.22 shall not in itself constitute an admission of inability to pay its debts; (v) be dissolved or liquidated; (vi) sell all or substantially all of its Property or any Project; or (vii) take any limited liability company or trust action in furtherance of any such action described in clauses (i) through (v) above. 0000-0000-0000\14

Separateness. The Borrower shall:acknowledges that the Lenders are entering into this Agreement in reliance upon the Borrower's identity as a legal entity that is separate from any other Person. Therefore, from and after the date of this Agreement, the Borrower shall take all reasonable steps, including without limitation, all steps that the Required Lenders may from time to time reasonably request, to maintain the Borrower's identity as a separate legal entity and to make it manifest to third parties that the Borrower is a separate legal entity. Without limiting the generality of the foregoing, the Borrower agrees that it has not and shall not (except as otherwise provided in the Credit Documents): (Aa) fail to maintain records its limited liability company existence and make independent decisions with respect to its daily operations and business affairs and, other than decisions of its member pursuant to the terms of the limited liability company agreement of the Borrower, fail to not to be controlled in making such decisions by any Affiliate thereof or any other Person; (b) fail to file its own tax returns, if any, as may be required under applicable law, to the extent it is (i) not part of a consolidated group filing a consolidated return or returns, or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (c) to the extent necessary for the operation of its business, (i) fail to maintain an email address not used by any Affiliate thereof, or (ii) share a telephone number or facsimile number with any such Affiliate; (d) fail to pay its own liabilities only out of its own funds; provided, however, that the foregoing shall not require the member of the Borrower to make any additional capital contributions to the Borrower; (e) fail to compensate (either directly or through reimbursement of its allocable share of any shared expenses) all employees, consultants and agents, and Affiliates of the Borrower, to the LEGAL 4873-0998-8490v4881-9719-6460v.143 extent applicable, for services provided to the Borrower by such employees, consultants and agents or such Affiliates, in each case, from the Borrower's own funds; provided, however, that the foregoing shall not require the member of the Borrower to make any additional capital contributions to the Borrower; (f) either (i) make or declare any dividends or other distributions of cash or property to the holders of its equity securities or (ii) make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; (g) engage, either directly or indirectly, in any business or activity other than the acquisition, ownership, financing and disposition of the Receivables in accordance with the Credit Documents and activities incidental thereto; (h) acquire or own any material asset other than the Collateral and proceeds thereof; (i) merge into or consolidate with any Person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case, to the extent permitted by law, the Administrative Agent's and the Required Lenders' consent; (j) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation, or without the prior written consent of the Administrative Agent and the Required Lenders, amend, modify, change, repeal, terminate or fail to comply with the provisions of the Borrower's certificate of formation, or its limited liability company agreement, as the case may be; (k) own any Subsidiary or make any investment in, any Person or entity without the consent of the Required Lenders; (l) commingle its assets with the assets of any of its general partners, members, Affiliates, principals or any other Person or entity; (m) incur any Indebtedness except the Obligations; (n) fail to remain Solvent; provided, that this provision shall not require the member of the Borrower to make additional capital contributions to the Borrower; (o) fail to maintain its records, books of account and bank accounts, separate and apart from those of the general partners, members, principals and Affiliates of the Borrower or the Affiliates of a general partner or member of the Borrower or any other Person; (p) except for the Credit Documents, and as otherwise expressly permitted by the Credit Documents, enter into any contract or agreement with any other Credit Party or any general partner, member, principal or Affiliate of any other Credit Party, except with the Required Lenders' consent and upon terms and conditions that are intrinsically fair and substantially LEGAL 4873-0998-8490v4881-9719-6460v.143 similar to those that would be available on an arms-length basis with third parties other than any general partner, member, principal or Affiliate of the Company, any other Credit Party, or any general partner, member, principal or Affiliate thereof or fail to maintain separate financial statements from those of its general partners, members, principles and Affiliates; provided, however, that the Borrower's financial position, assets, liabilities, net worth and operating results may be included in the consolidated financial statements of the Company and its Affiliates; provided, further, that such consolidated financial statements disclose that the Borrower is a separate legal entity and that its assets are not generally available to satisfy the claims of creditors of the Company and its Affiliates; (q) seek the dissolution or winding up, in whole or in part, of the Borrower or take any action that would cause the Borrower to become insolvent; (r) fail to take reasonable efforts to correct any misunderstanding known to the Borrower regarding the separate identity of the Borrower; (s) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (Bt) pay its own operating expenses and liabilities from its own funds; (C) not except as provided in the Credit Documents, assume or guaranty the debts of any other Person, hold itself as being liable out to be responsible for the debts of any other Person, or otherwise pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts benefit of any other Person or hold out its credit or assets as being available to pay satisfy the obligations of any other Person; (Du) keep its assets and liabilities (other than except as provided in accordance with the Servicing and Cash Management Agreement and subject Credit Documents, make any loans or advances to any third party, including any general partner, member, principal or Affiliate of the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of Borrower, or any other Persongeneral partner, member, principal or Affiliate thereof; (Ev) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject fail either to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company legal entity separate and distinct from all other Persons; (H) file its own tax returns separate from those of any other Person, except entity or Person or to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business solely in its own name and comply in order not (i) to mislead others as to the identity with all organisational formalities necessary which such other party is transacting business, or (ii) to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto suggest that the Transaction Documents are on such termsBorrower is responsible for the debts of any third party (including any general partner, member, principal or Affiliate of the Borrower, or any general partner, member, principal or Affiliate thereof); (Kw) use separate invoices bearing fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its own namesize and character and in light of its contemplated business operations to the extent there exists sufficient cash flow from Collections to do so after payment of the Obligations, and this provision shall not require the member of the Borrower to make additional capital contributions to the Borrower; (Lx) correct file or consent to the filing of any known misunderstanding regarding its separate identity and not identify petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; LEGAL 4873-0998-8490v4881-9719-6460v.143 (y) hold itself out as or be considered as a department or division (other than for tax purposes) of any general partner, principal, member or Affiliate of the Borrower or any other Person; andPerson or entity; (Mz) not buyfail to allocate fairly and reasonably shared expenses (including, without limitation, shared office space and services performed by an employee of an Affiliate) among the Persons sharing such expenses and to use separate stationery, invoices and checks; (aa) acquire obligations or hold any evidence ofsecurities of its partners, Financial Indebtedness of any Affiliate except members, shareholders or other Affiliates, as expressly contemplated by the Transaction Documents.applicable;

Separateness. The Borrower shall: Each of Seller Parties acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from the Originator and their respective other Affiliates (Aeach, a “Related Entity”). In furtherance thereof, Seller hereby agrees to: (i) maintain its books and records and books of account bank accounts separate from those of any other Person; (B) pay Related Entity; provided, however, that the Originator may maintain its own operating expenses Collection Accounts and liabilities from its own funds; (C) not hold itself as being liable Lock-Boxes for the debts benefit of any other Person, pledge its assets to secure the obligations of any other Person Seller; (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (Gii) at all times hold itself out to the public and all other Persons as a company legal entity separate from all its member and any other Persons; Person; (Hiii) have a board of directors separate from that of its member and any other Person; (iv) file its own tax returns, if any, as may be required under applicable Law, to the extent (A) not part of a consolidated group filing a consolidated return or returns separate from those or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable Law; (v) except as contemplated herein or in any other Transaction Document, not commingle its assets with assets of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; ; (Ivi) conduct its business in its own name and strictly comply with all organisational organizational formalities necessary to maintain its separate existence; ; (Jvii) maintain separate financial statements; (viii) pay its own liabilities only out of its own funds; (ix) maintain an arm’s length relationship with each other Related Entity; (x) pay the salaries of its own employees, if any; (xi) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those hold out its credit or assets as being available to unaffiliated parties satisfy the obligations of others; (xii) allocate fairly and reasonably with other Persons any overhead for shared office space; (xiii) except as contemplated herein or in an arm's-length transaction (it being acknowledged by the Parties hereto that the any other Transaction Documents are on such terms); (K) Document, use separate stationery, invoices bearing and checks; (xiv) except as contemplated herein or in any other Transaction Document, not pledge its own name; assets for the benefit of any other Person; (Lxv) correct any known misunderstanding regarding its separate identity identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and not identify itself as a department or division liabilities; (xvii) cause its board of directors to keep minutes of any meetings (if applicable) and actions and observe all other PersonDelaware limited liability company formalities; and (Mxviii) not buyacquire any securities of its member; (xix) act solely in its own name and through its own authorized managers, or hold any evidence ofdirectors, Financial Indebtedness of any Affiliate members, officers and agents, except as expressly contemplated by permitted under the Transaction Documents; and (xx) cause its directors, officers, agents and other representatives to act at all times with respect to Seller consistently and in furtherance of the foregoing and in the best interests of Seller.

Separateness. The Borrower shall: shall at all times (Aa) maintain its bank accounts, books and records separate from any other Person and otherwise ensure that the records and books of account the Borrower reflect the separate existence of the Borrower and its assets, (b) separately identify and segregate its funds and assets from those of any other Person; (B) pay Person and shall not commingle its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its funds or assets to secure the obligations with those of any other Person (for the avoidance of doubt, the Borrower’s use of third party cash management systems or lockbox arrangements shall not constitute commingling of the Borrower’s funds or assets), (c) hold its assets in its own name, (d) engage in transactions and conduct all business activities in its own name and present itself to the public as a company separate from its Member, Subsidiaries and all other Persons (including by using its own signage, distinct stationery for written communications and distinct logos), (e) maintain its financial statements, accounting records, and other entity documents separate from any other Person and shall issue and approve its own separate financial statements annually and shall ensure that the Borrower’s books and records reflect the Borrower’s transactions, provided, however, the financial position, assets, liabilities, net worth and operating results of the Borrower may be included in the consolidated financial statements of its Affiliates, provided that such consolidated financial statements contain a footnote indicating that the Borrower is a separate legal entity, and that it maintains separate books and records and that it has separate assets and liabilities, (f) pay its own obligations and liabilities out of its funds and assets and shall not permit other Persons (other than the Existing Security Servicer acting solely as agent of the Borrower in accordance with the Servicing Agreement) to pay the Borrower’s liabilities or obligations, (g) not engage in any transaction with any Affiliate involving any intent to defraud any Person, (h) except as provided in the Servicing Agreement, maintain an arm’s-length relationship with and the Security)not be or become operationally dependent on any Affiliate, guarantee any obligation of any Person (i) not assume or guaranty or become obligated for the debts of any other Person or and not hold out its credit or assets as being available to pay satisfy the obligations of any other Person; , (Dj) keep not acquire the debt or securities of the Member or any of the direct or indirect owners of the Borrower or the Borrower’s Affiliates, (k) allocate fairly and reasonably any shared expenses including, without limitation, shared office space and shall use separate and distinct stationery, invoices and checks, (l) except as otherwise expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person, (m) hold itself out and liabilities identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person, (n) not make loans to any Person (except for de minimus cash advances to Managers, officers and/or employees for travel and other ordinary course expenses), (o) not enter into or be a party to, any transaction with the Member or any Affiliate of the Borrower except in the ordinary course of its business and on terms that are fair and no less favorable to the Borrower than those terms that would be obtained in a comparable arm’s-length transaction with an unrelated third party, (p) promptly correct any known misunderstanding regarding the separate existence and identity of the Borrower, (q) compensate its employees, if any, from its own funds for services provided to it, (r) maintain adequate capitalization in light of its contemplated business and operations, (s) take all appropriate action necessary to maintain its existence as a limited liability company in good standing under the laws of the State of Delaware, (t) observe strictly all limited liability company, organizational and procedural matters and formalities required by this Agreement and by applicable law (including the Delaware *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. Limited Liability Company Act), as the case may be, and keep accurate and proper books and records of account, (u) ensure that its funds will be clearly traceable at each step in any financial transaction, (v) ensure that decisions with respect to its business and daily operations have been duly authorized in accordance with the Servicing and Cash Management Agreement and subject to the Existing SecurityBorrower LLC Agreement, (w) separate from those hold any meetings of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on Managers and/or its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate Member separately from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (Ix) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto ensure that the Transaction Documents are Borrower’s officers and Managers do not, in such capacities, act on such termsbehalf of other Persons and (y) observe, follow and ensure the accuracy of the factual assumptions set forth in the non-consolidation opinion of Xxxxxx & Xxxxx, LLP dated on or about the Funding Date and referred to in Section 3.2(h); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documents.

Separateness. The Borrower acknowledges that each Lender is entering into this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from any other Person. Therefore, from and after the date of this Agreement, the Borrower shall take all reasonable steps, including all steps that the Administrative Agent may from time to time reasonably request and that comply with the Borrower’s Organizational Documents, to maintain the Borrower’s identity as a separate legal entity and to make it manifest to third parties that the Borrower is a separate legal entity. Without limiting the generality of the foregoing, the Borrower agrees that it has and shall: (a) enter into transactions with its affiliates and Parent only on an arm’s length basis on commercially reasonable terms and substantially similar to those that would be available on an arm’s-length basis with third parties other than its affiliates; (b) maintain its books and records separate and apart from any other person; (c) maintain its bank accounts separate and apart from any other person; (d) not commingle its assets with the assets of any of its affiliates or those of any other entity and hold all of its liabilities and assets in its own name, except as otherwise permitted or provided for under the Loan Documents; (e) hold itself out to the public as a legal entity separate and distinct from any other entity and conduct its business solely in its own name in order not (A) to mislead others as to the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including any of its principals or affiliates); (f) maintain records separate financial statements, showing its assets and books of account liabilities separate and apart from those of any other Personentity, and shall not have its assets listed on the financial statement of any other entity, it being understood that the Borrower’s financial statements may be consolidated with those of its affiliates in accordance with generally accepted accounting principles so long as such consolidated financial statements disclose, through appropriate footnotes or otherwise, the separate legal existence of the Borrower and that the Receivables have been sold to the Borrower pursuant to the Receivables Purchase Agreement; (Bg) file its tax returns (if required to file any tax returns and to the extent not included in a consolidated tax return) separate and apart from those of any other entity; (h) pay its own operating liabilities and expenses and liabilities from out of its own funds; (i) (A) observe all organizational formalities to maintain its separate existence and operate in such a manner as its board of managers deems reasonable and necessary or appropriate to preserve the limited liability of Parent, (B) preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (C) maintain the separateness of the Borrower from the business and affairs of Parent or any affiliate of Parent, until one year and one day after all Obligations have been paid in full and (D) maintain the special purpose, bankruptcy remote status of the Borrower. To the extent permitted by law, until one year and one day after all Obligations have been paid in full, ensure decisions with respect to the business and daily operations of the Borrower are independent of, and not hold itself as being liable for dictated by, Parent or any affiliate of Parent; (j) pay the debts salaries of its own employees, if any, out of its own funds and maintain a sufficient number of employees in light of its contemplated business purposes; (k) not own any other PersonSubsidiary or make any investment in, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or entity without the consent of the Administrative Agent (acting with the consent of the Required Lenders); (l) not guarantee or become obligated for the debts of any other Person entity or hold out its credit or assets as being available to pay the obligations of any other Personperson; (Dm) keep its assets and liabilities (other than in accordance with not incur any Indebtedness except the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those Obligations or as otherwise permitted under Section 6.1 of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Personthis Agreement; (En) maintain bank accounts separate from any other Person (other than in accordance with not acquire the Servicing and Cash Management Agreement and subject to the Existing Security)obligations or securities of its affiliates, owners or Parent; (Fo) to the extent required under GAAPallocate fairly and reasonably any overhead expenses that are shared with affiliates, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holderspaying for office space and services performed by any employee of an affiliate; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (Kp) use separate stationery, invoices and checks bearing its own name; (Lq) correct not share any known misunderstanding regarding its separate identity and not identify common logo with or hold itself out as or be considered as a department or division of (A) any of its principals or affiliates, (B) any affiliate of a principal or (C) any other Person; (r) not pledge its assets for the benefit of any other person, except as otherwise provided for under the Loan Documents; (s) correct any known misunderstandings regarding its separate identity; (t) maintain adequate capital in light of its contemplated business operations; (u) not form, acquire or hold any subsidiaries; (v) except for any funds received from Parent or its members as a capital contribution or as otherwise contemplated by the Borrower’s Organizational Documents or any Loan Document, shall not (A) accept for its own account funds from Parent or its other affiliates; and other than as contemplated by the Loan Documents or (B) allow Parent or its other affiliates otherwise to supply funds to or guarantee any obligation of, the Borrower; (w) not become involved in the day-to-day management of any affiliate; (x) have a board of managers separate from that of Parent with at least one Independent Manager and ensure all decisions with respect to the Borrower’s business and daily operations have been and shall be independently made by the officers of the Borrower pursuant to its Organizational Documents or resolutions of its board of managers; and (My) not buymaterially violate or cause to be materially violated the facts and assumptions as certified by the Borrower in connection with the opinion letter pertaining to substantive consolidation delivered to the Lenders on the Closing Date except as permitted by the Loan Documents. In the event of any inconsistency between the covenants set forth in this Section 5.6 or the other covenants set forth in this Agreement, or hold in the event that any evidence ofcovenant set forth in this Section 5.6 poses a greater restriction or obligation than is set forth elsewhere in this Agreement, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documentscovenants set forth in this Section 5.6 shall control.

Separateness. The Borrower shallacknowledges that each Agent and the Lender Parties are entering into this Agreement in reliance upon each Relevant Party’s identity as a legal entity that is separate from any other Person. Therefore, from and after the Closing Date, the Borrower shall take all reasonable steps to maintain each Relevant Party’s identity as a separate legal entity from each other Person and to make it manifest to third parties that the Relevant Parties are separate legal entities. Without limiting the generality of the foregoing, the Borrower agrees that it shall not, and shall not permit any Subsidiary to: (Aa) fail to hold all of its assets in its own name; (b) except for payments made to a General Account governed by the terms of the Management Agreement, commingle its assets with the assets of any of its members, Affiliates, principals or any other Person; (c) fail to maintain books, records and agreements as official records and separate from those of the members, principals and Affiliates or any other Person; (d) fail to maintain its bank accounts separate from the members, principals and Affiliates of any other Person; (e) other than the Transaction Documents and as otherwise expressly permitted by Section 7.16, enter into any Affiliate Transaction; (f) fail to maintain separate Financial Statements from those of its general partners, members, principals, Affiliates or any other Person; provided, however, that the Relevant Parties’ financial position, assets, liabilities, net worth and operating results may be included in the consolidated Financial Statements of Sponsor, provided that (i) appropriate notation shall be made on such consolidated Financial Statements to indicate the separateness of each Relevant Party and the Sponsor, to indicate that the Sponsor and each Relevant Party maintain separate books and records and to indicate that none of the Relevant Parties’ Assets and credit are available to satisfy the debts and other obligations of the Sponsor or any other Person and (ii) such Assets and liabilities shall be listed on each Relevant Party’s own separate balance sheet; (g) fail to promptly correct any known or suspected misunderstanding regarding its separate identity; (h) maintain records and books of account separate its Assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (Bi) pay its own operating expenses and liabilities from its own funds; (C) not guarantee or become obligated, or hold itself as being liable responsible, for the debts of any other Person, pledge its assets to secure the obligations of except under any other Person (other than the Existing Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and the Security), guarantee any obligation of any Person or become obligated Security Agreement; [***] Confidential treatment has been requested for the debts of any other Person or bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (j) hold out its credit or assets as being available to pay satisfy the obligations of any other Person, except under any Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; (Dk) keep make any loans or advances to any third party, including any member, principal or Affiliate of the Borrower, or any member, principal or Affiliate thereof, except as expressly permitted by the Loan Documents; (l) pledge its assets and liabilities (other than in accordance with for the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets benefit of any other Person, except as expressly permitted under the Loan Documents; (Em) maintain bank accounts separate from identify itself or hold itself out as a division of any other Person (other than or conduct any business in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security)another name; (Fn) fail to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on maintain adequate capital in light of its assets prior to those assets becoming available to its equity holderscurrent and contemplated business operations; (Go) fail to (i) act solely in its own limited liability company name and not of any other Person, any of its officers or any of their respective Affiliates, or (ii) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file use its own tax returns stationery, invoices and checks separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Lawsany of its officers or any of their respective Affiliates; (Ip) conduct acquire obligations or securities of its business in its own name and comply with all organisational formalities necessary to maintain its separate existencemembers, shareholders of other Affiliates, as applicable; (Jq) not enter into take any transaction with an Affiliate except on commercially reasonable terms similar action that knowingly shall cause any Relevant Party to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms)become insolvent; (Kr) use separate invoices bearing its own namefail to keep minutes of the actions of the member of any Relevant Party and observe all limited liability company and other organizational formalities; (Ls) correct any known misunderstanding regarding fail to cause its separate identity members, managers, directors, officers, agents and not identify itself as a department or division other representatives to act at all times with respect to each Relevant Party consistently and in furtherance of any other Person; andthe foregoing and in the best interests of each Relevant Party; (Mt) not buyfail to pay its own liabilities and expenses (including, or hold any evidence ofas applicable, Financial Indebtedness shared personnel and overhead expenses) only out of any Affiliate its own funds, except as otherwise expressly contemplated provided by the Transaction DocumentsLoan Documents in respect of the Wholly Owned Opcos; or (u) fail at any time to have an independent director of Borrower or Pledgor (as defined in the applicable limited liability company agreement of the Borrower or Pledgor, as applicable). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Separateness. The It (i) acknowledges that each of the Lenders is entering into the transactions contemplated by this Agreement in reliance upon its identity as a legal entity that is separate from the other Borrower Parties, (ii) shall take all steps specifically required by this Agreement or reasonably required by the Administrative Agent or any Lender to continue its identity as a separate legal entity and to make it apparent to third Persons that each Credit Party is an entity (or in the case of the Borrower, a partnership) with assets and liabilities distinct from those of the other Borrower Parties, and is not a division of such Persons and (iii) in furtherance of the foregoing, it shall: (Aa) maintain records its books and books of account Records and bank accounts separate from those of any other PersonBorrower Party; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (Gb) at all times hold itself out to the public and all other Persons as a company legal entity (or in the case of the Borrower, a partnership) separate from all its member (if applicable) and any other PersonsPerson; (Hc) file file, or cause to be filed, tax returns, if any, for itself as may be required under Applicable Law, to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (d) except as contemplated herein or in any other Transaction Document:, pay its own tax returns separate from those liabilities only out of its own funds, not commingle the Borrower's assets with assets of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (Ie) conduct not hold out its business in credit or assets as being available to satisfy the obligations of others and not guarantee any obligations of any other Person; (f) not pledge its own name and assets to secure the obligations of any other Person; (g) strictly comply with all organisational organizational formalities necessary to maintain its separate existence; (Jh) maintain separate financial statements for itself; (i) not enter into have any transaction employees; (j) allocate fairly and reasonably with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction other Persons any of its overheads for shared office space (it being acknowledged by the Parties hereto that the Transaction Documents are on such termsif any); (K) use separate invoices bearing its own name; (Lk) correct any known misunderstanding regarding its separate identity identity; (l) ensure it does not engage in any business or activity and does not identify itself own any assets or property except as set forth in this Agreement and the other Transaction Documents, nor incur any indebtedness or liability other than any incurred pursuant to the Transaction Documents; (m) in the case of the Borrower, act solely in its own name (including through the General Partner, as applicable), and cause all representatives of General Partner from time to time to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (n) maintain its assets in a department or division manner that facilitates their identification and segregation from those of the Affiliates of each Credit Party; and (o) not to have it acquire any securities of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documents.

Separateness. The Borrower shall: (A) maintain records and books of account separate from those of any other Person; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence;; EUI-1201462749v32 44 (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documents.

Separateness. The Borrower shallacknowledges that the Creditor Parties are entering into the Finance Documents to which they are parties and the transactions contemplated thereby in reliance upon the Borrower’s and its subsidiaries’ identity as a legal entity separate from any Non-Borrower Affiliate or any other Affiliate of any Security Party. In that regard, except as otherwise contemplated by, explicitly permitted by or required under the Finance Documents, the Security Parties shall not: (Ai) commingle any of their respective assets with the assets of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (ii) fail to maintain records and their respective records, books of account and bank accounts separate and apart from those of any other Personperson; (Biii) pay fail to correct any misunderstandings known to such Security Parties regarding the separate identity of the Borrower and its own operating expenses subsidiaries and liabilities from its own fundsany direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (Civ) not guarantee, become obligated for, or hold itself as being liable themselves out to be responsible for the debts debt of, any direct or indirect owner of any Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Person, pledge its assets to secure the obligations Affiliate of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person Party or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Personperson; (Dv) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject fail to the Existing Security) file their own separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not if required to file tax returns under Applicable Lawsapplicable law, or file a consolidated federal income tax return with any other person, except as may be required by the Code and regulations and any other applicable tax laws; (Ivi) fail either to hold themselves out to the public as a legal entity separate and distinct from any other person or to conduct its business solely in its own name and comply in order not (i) to mislead others as to the identity with all organisational formalities necessary which such other party is transacting business, or (ii) to maintain its separate existence; suggest that any of them are responsible for the debts of any third party (J) not enter into including any transaction with an direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such termsof any Security Party or any other person); (Kvii) use separate invoices bearing fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its own namesize and character and in light of their respective contemplated business operations (provided that this clause (vii) shall not require any Security Party or the owner of any Equity Interests of any Security Party to seek or obtain any debt or equity financing or make any capital contributions); (Lviii) correct any known misunderstanding regarding its separate identity except as may be required by the Code and not identify itself regulations thereunder, hold themselves out as a department or division of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Person; andAffiliate of any Security Party or any other person; (Mix) not buyfail to maintain separate financial statements, or hold any evidence of, Financial Indebtedness showing their respective assets and liabilities separate and apart from those of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate except of any Security Party or any other person, provided that the Borrower and its subsidiaries may be consolidated for accounting purposes with another person in accordance with U.S. generally accepted accounting principles and, when so consolidated, (i) the consolidating person will note on its consolidated financial statements that the Borrower’s and its subsidiaries’ respective assets are not available to satisfy claims of creditors of such consolidating person and (ii) the Borrower’s and its subsidiaries’ respective assets will also be listed on the Borrower’s and its subsidiaries’ own separate balance sheet; (x) fail to pay any of their own liabilities and expenses only out of their own funds; (xi) fail to pay, to the extent of its own available funds, the salaries of their own employees, if any, in light their contemplated business operations; (xii) fail to allocate fairly and reasonably any overhead expenses that are shared with any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person, including paying for office space and services performed by any employee of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (xiii) to the extent used in their respective businesses, fail to use separate stationery, invoices and checks bearing their own name; (xiv) fail to observe applicable company formalities or fail to comply with their by-laws; or (xv) breach any of its obligations set forth in Clause 10.17 hereof. Failure of the Borrower, any of its subsidiaries or any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate or any other Affiliate of any Security Party to comply with any of the foregoing covenants or any other separateness covenants contained in this Agreement shall not affect the status of the Borrower and its subsidiaries as expressly contemplated by the Transaction Documentsa separate legal entity.

Separateness. The Borrower shall: As of the date hereof, the Seller (i) owns no assets, and does not engage in any business, other than the assets and transactions intended to be transferred to the Purchaser or its designee under this Agreement; (ii) has not incurred any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) maintain records with respect to Retained Interests, (B) commitments to make loans which may become Eligible Assets, and books (C) as permitted herein; (iii) has not made any loans or advances to any Affiliate other than loans to the Guarantor that have been disclosed in writing to and approved in writing by the Deal Agent, and has not acquired obligations or securities of account its Affiliates; (iv) has paid its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (v) complies with the provisions of its organizational documents; (vi) does all things necessary to observe organizational formalities and to preserve its existence, and has not amended, modified or otherwise changed its Authority Documents other than as the same have been heretofore amended, or suffered same to be amended, modified or otherwise changed other than as the same have been heretofore amended; (vii) maintains all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP consistently applied or as a matter of Applicable Law); (viii) is, and at all times holds itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), corrects any known misunderstanding regarding its status as a separate entity, conducts business in its own name, and does not identify itself or any of its Affiliates as a division or part of the other; (ix) maintains adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (x) does not engage in or suffer any direct change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (xi) does not commingle its funds or other assets with those of any Affiliate or any other Person; ; (Bxii) pay maintains its own operating expenses and liabilities accounts separately from its own funds; those of any Affiliate or any other Person; (Cxiii) does not hold itself as being liable out to be responsible for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; ; (Dxiv) keep its assets and liabilities has not (other than in accordance with the Servicing and Cash Management Agreement and subject A) filed or consented to the Existing Security) separate from those filing of all other Persons and not commingle its assets (other than in accordance any Insolvency Proceeding with the Servicing and Cash Management Agreement and subject respect to the Existing Security) with the assets of Seller, instituted any other Person; (E) maintain bank accounts separate from proceedings under any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject applicable Insolvency Law or otherwise sought any relief under any laws relating to the Existing Security); (F) relief from debts or the protection of debtors generally with respect to the extent required under GAAPSeller, ensure that any consolidated financial statements including the Borrower, if any, have notes (B) sought or consented to the effect that appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower is Seller or a separate entity whose creditors have a claim on substantial portion of its assets prior to those assets becoming available to its equity holders; properties or (GC) made any assignment for the benefit of the Seller’s creditors; (xv) has at all times hold itself out to the public and all other Persons least one (1) Independent Director or such greater number as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); Deal Agent or any Rating Agency; (Kxvi) use maintains an arm’s length relationship with its Affiliates; (xvii) uses separate stationary, invoices bearing its own name; and checks; and (Lxviii) correct allocates fairly and reasonably any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documentsoverhead for shared office space.

Separateness. The Borrower shall: Each Seller Party acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from the applicable Originator and their respective other Affiliates (Aeach, a “Related Entity”). In furtherance thereof, Seller hereby agrees to: (i) maintain its books and records and books of account bank accounts separate from those of any other Person; (B) pay Related Entity; provided, however, that Hawker, the applicable Originator or ENS, as applicable, may maintain its own operating expenses Collection Accounts and liabilities from its own funds; (C) not hold itself as being liable Lock-Boxes for the debts benefit of any other Person, pledge its assets to secure the obligations of any other Person Seller; (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (Gii) at all times hold itself out to the public and all other Persons as a company legal entity separate from all its member and any other Persons; Person; (Hiii) have a board of directors separate from that of its member and any other Person; (iv) file its own tax returns, if any, as may be required under Applicable Law, to the extent (A) not part of a consolidated group filing a consolidated return or returns separate from those or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (v) except as contemplated herein or in any other Transaction Document, not commingle its assets with assets of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; ; (Ivi) conduct its business in its own name and strictly comply with all organisational organizational formalities necessary to maintain its separate existence; ; (Jvii) maintain separate financial statements; (viii) pay its own liabilities only out of its own funds; (ix) maintain an arm’s length relationship with each other Related Entity; (x) pay the salaries of its own employees, if any; (xi) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those hold out its credit or assets as being available to unaffiliated parties satisfy the obligations of others; (xii) allocate fairly and reasonably with other Persons any overhead for shared office space; (xiii) except as contemplated herein or in an arm's-length transaction (it being acknowledged by the Parties hereto that the any other Transaction Documents are on such terms); (K) Document, use separate stationery, invoices bearing and checks; (xiv) except as contemplated herein or in any other Transaction Document, not pledge its own name; assets for the benefit of any other Person; (Lxv) correct any known misunderstanding regarding its separate identity identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and not identify itself as a department or division liabilities; (xvii) cause its board of directors to keep minutes of any meetings (if applicable) and actions and observe all other PersonDelaware limited liability company formalities; and (Mxviii) not buyacquire any securities of its member; (xix) act solely in its own name and through its own authorized managers, or hold any evidence ofdirectors, Financial Indebtedness of any Affiliate members, officers and agents, except as expressly contemplated by permitted under the Transaction Documents; and (xx) cause its directors, officers, agents and other representatives to act at all times with respect to Seller consistently and in furtherance of the foregoing and in the best interests of Seller.

Separateness. The Borrower shall: As of the date hereof, the Seller (i) owns no assets, and does not engage in any business, other than the assets and transactions intended to be transferred to the Purchaser under this Agreement; (ii) has not incurred any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) maintain records with respect to Retained Interests, (B) commitments to make loans which may become Eligible Assets, and books (C) as permitted herein; (iii) has not made any loans or advances to any Affiliate other than loans to the Guarantor that have been disclosed in writing to and approved in writing by the Purchaser, and has not acquired obligations or securities of account its Affiliates; (iv) has paid its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (v) complies with the provisions of its organizational documents; (vi) does all things necessary to observe organizational formalities and to preserve its existence, and has not amended, modified or otherwise changed its Authority Documents other than as the same have been heretofore amended, or suffered same to be amended, modified or otherwise changed other than as the same have been heretofore amended; (vii) maintains all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP consistently applied or as a matter of Applicable Law); (viii) is, and at all times holds itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), corrects any known misunderstanding regarding its status as a separate entity, conducts business in its own name, and does not identify itself or any of its Affiliates as a division or part of the other; (ix) maintains adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (x) does not engage in or suffer any direct change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (xi) does not commingle its funds or other assets with those of any Affiliate or any other Person; ; (Bxii) pay maintains its own operating expenses and liabilities accounts separately from its own funds; those of any Affiliate or any other Person; (Cxiii) does not hold itself as being liable out to be responsible for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; ; (Dxiv) keep its assets and liabilities has not (other than in accordance with the Servicing and Cash Management Agreement and subject A) filed or consented to the Existing Security) separate from those filing of all other Persons and not commingle its assets (other than in accordance any Insolvency Proceeding with the Servicing and Cash Management Agreement and subject respect to the Existing Security) with the assets of Seller, instituted any other Person; (E) maintain bank accounts separate from proceedings under any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject applicable Insolvency Law or otherwise sought any relief under any laws relating to the Existing Security); (F) relief from debts or the protection of debtors generally with respect to the extent required under GAAPSeller, ensure that any consolidated financial statements including the Borrower, if any, have notes (B) sought or consented to the effect that appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower is Seller or a separate entity whose creditors have a claim on substantial portion of its assets prior to those assets becoming available to its equity holders; properties or (GC) made any assignment for the benefit of the Seller’s creditors; (xv) has at all times hold itself out to the public and all other Persons least one (1) Independent Director or such greater number as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); Purchaser or any Rating Agency; (Kxvi) use maintains an arm’s length relationship with its Affiliates; (xvii) uses separate stationary, invoices bearing its own name; and checks; and (Lxviii) correct allocates fairly and reasonably any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documentsoverhead for shared office space.

Separateness. The General Partner shall and shall cause the Borrower shallto: (Aa) operate its business in the ordinary course and for its own account; (b) maintain records and books of account and business records separate from those of Steelco and any other Person, including separate financial statements, and will file its own tax returns; (c) maintain its own bank accounts, use separate invoices and cheques and not commingle or pool its funds or other assets with those any other Person; (d) maintain the office premises provided by Steelco as the office premises of the Borrower and the General Partner with a mailing address which identifies the Borrower and the General Partner and separate stationery different from that of Steelco and any other Person and those premises will be conspicuously identified as the office of the Borrower and the General Partner, so they can easily be located and identified by outsiders; (e) use stationery and telephone and facsimile numbers distinct from Steelco and will use a distinct signature on all email correspondence identifying such correspondence as originating from the Borrower and the General Partner; (f) hold itself out and deal with third parties separately under its own name and not as a division or part of any other Person; (g) maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify its individual assets; (h) in the case of the General Partner, have a distinct board of directors; (i) observe distinct corporate procedures and formalities, including without limitation, the holding of meetings, the recording and maintenance of minutes of such meetings, and the recording of and maintenance of resolutions adopted at such meetings, in each case from those of any other Person; (Bj) pay its own operating expenses ensure that each officer and liabilities from its own fundsdirector of the General Partner has discharged and will discharge his or her respective fiduciary duties and obligations to the General Partner in accordance with, and subject to, all applicable laws; (Ck) ensure that any and all of the transactions between Steelco and the Borrower and the General Partner have been and will be fully documented and have reflected and will reflect transactions on arm’s length terms undertaken in good faith; (l) at all times comply with the provisions set forth in the General Partner’s articles of incorporation and bylaws and the partnership agreement of the Borrower; and (m) not hold itself as being liable out to be responsible for the debts of any other Person, pledge its assets to secure or the obligations decisions or actions respecting the daily business and affairs of any other Person (other than as provided in the Existing Security and the SecurityLoan Documents), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Laws; (I) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; and (M) not buy, or hold any evidence of, Financial Indebtedness of any Affiliate except as expressly contemplated by the Transaction Documents.

Separateness. The Borrower shallCompany shall at all times: (Aa) maintain books and records and books of account separate from those of any other Person; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge and, without limiting the generality of the foregoing, maintain its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out own bank accounts in its credit or assets as being available to pay the obligations of any other Personown name; (Db) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company legal entity separate from all any Member and any other PersonsPerson; (Hc) file its own tax returns separate from as may be required under applicable Law to the extent (i) not part of a consolidated group filing a consolidated return or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable Law; (d) not commingle assets with those of any other Person, except to the extent it is not required to file tax returns under Applicable Lawsincluding, without limitation, any of its Members; (Ie) conduct its own business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (Lf) maintain and periodically prepare separate financial statements and not consolidate its financial statements with any other Person for any purpose; (g) pay its own liabilities out of its own funds and not hold out the credit or assets of any other Person as being able to satisfy the obligations of the Company; (h) observe all formalities required by the Act, the Articles, and this Agreement; (i) maintain an “arm’s-length relationship” with its Affiliates; (j) pay the salaries of its own employees, if any; (k) not hold out its credit or assets as being available to satisfy the obligations of any other Person; (l) to the extent that it shares office space with its Members or Affiliates and pays any overhead costs or other expenses therefor, allocate fairly and reasonably, based on fair market value (without mxxx-up to the Company) any overhead and expense for shared office space; (m) use separate bank accounts and checks; (n) not (i) incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent, with any Affiliate (other than nonrecourse loans made by Members in lieu of capital contributions to the Company and loans made by Members pursuant to Section 4.3), and (ii) not to pledge any of its assets for the benefit of any Affiliate; (o) correct any known misunderstanding regarding its separate identity identity; (p) not make any loans or advances to any third party other than in the ordinary course and not acquire the securities of any Member; (q) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify itself its individual asset or assets, as a department the case may be, from those of any Affiliate or division of any other Person; and; (Mr) not buy, engage in any business or own any assets other than as provided in Section 1.3; (s) direct any agent acting on its behalf to hold itself out as acting on its behalf; (t) otherwise hold itself out as a separate legal entity; (u) not take or cause to be taken any evidence of, Financial Indebtedness Bankruptcy Action with respect to the Company in violation of the terms of this Agreement or with respect to any Affiliate except as expressly contemplated by Subsidiary without the Transaction Documentswithout the affirmative vote of each of the Members and in compliance with the terms of the limited liability company of such Subsidiary.

Separateness. The Borrower Company and the Subsidiaries shall, at all times: (Aa) maintain books and records and books of account separate from those of any other Person; (B) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure and, without limiting the obligations generality of any other Person (other than the Existing Security and the Security)foregoing, guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Personmaintain their own bank accounts in their own names; (Db) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself themselves out to the public and all other Persons as a company legal entities separate from all any Member and other PersonsPerson; (Hc) file its their own tax returns separate from as may be required under applicable law to the extent (1) not part of a consolidated group filing a consolidated return or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (d) not commingle assets with those of any other Person, except to the extent it is not required to file tax returns under Applicable Lawsincluding, without limitation, any of their Members; (Ie) conduct its business their respective businesses in its own name their respective names and strictly comply with all organisational organizational formalities necessary to maintain its their separate existence; (Jf) maintain and periodically prepare separate financial statements and not enter into consolidate their financial statements with any transaction other Person for any purpose; provided, however, that the Company’s assets may be included in a consolidated financial statement with an Affiliate except on commercially reasonable terms similar its Affiliates provided that appropriate notation shall be made in such consolidated financial statements to those indicate the separateness of the Company and its Affiliates and to indicate that the Company’s assets and credit are not available to unaffiliated parties in an arm's-length transaction satisfy the debts and other obligations of its Affiliates. (it g) pay their own liabilities out of their own funds and not hold out the credit or assets of any other Person as being acknowledged by able to satisfy the Parties hereto that obligations of the Transaction Documents are on such terms)Company or the Subsidiaries; (Kh) observe all formalities required by the Delaware Act and their organizational documents and operating agreements; (i) maintain an “arms-length relationship” with their Affiliates; (j) pay the salaries of their own employees, if any; (k) not hold out their credit or assets as being available to satisfy the obligations of others; (l) to the extent that they share office space with their Members or Affiliates and pay toward the overhead cost, allocate fairly and reasonably, based on fair market value, any overhead and expense for shared office space; (m) use separate invoices bearing its own nameinvoices, bank accounts and checks; (Ln) not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent, with any Affiliate, and not pledge any of their assets for the benefit of any Affiliate; (o) correct any known misunderstanding regarding its their separate identity identity; (p) not make any loans or advances to any third party other than in the ordinary course and not acquire the securities of any Member; (q) maintain their assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify itself their individual asset or assets, as a department the case may be, from those of any Affiliate or division of any other Person; (r) not engage in any business or own any assets other than as provided in Section 2.05; (s) direct any agent acting on their behalf to hold itself out as acting on their behalf; and (Mt) otherwise hold themselves out as separate legal entities. The provisions of this Section 2.06 shall not buy, be revised or hold any evidence of, Financial Indebtedness of any Affiliate amended until the Acquisition Financing shall have been repaid or except as expressly contemplated required by the Transaction Documentsany lender thereof.

Separateness. The Borrower shallacknowledges that each Agent and the Lender Parties are entering into this Agreement in reliance upon each Relevant Party’s identity as a legal entity that is separate from any other Person. Therefore, from and after the Closing Date, the Borrower shall take all reasonable steps to maintain each Relevant Party’s identity as a separate legal entity from each other Person and to make it manifest to third parties that the Relevant Parties are separate legal entities. Without limiting the generality of the foregoing, the Borrower agrees that it shall not, and shall not permit any Subsidiary to: (Aa) fail to hold all of its assets in its own name; (b) except for payments made to a General Account governed by the terms of the Management Agreement, commingle its assets with the assets of any of its members, Affiliates, principals or any other Person; (c) fail to maintain books, records and agreements as official records and separate from those of the members, principals and Affiliates or any other Person; (d) fail to maintain its bank accounts separate from the members, principals and Affiliates of any other Person; (e) other than the Transaction Documents and as otherwise expressly permitted by Section 7.16, enter into any Affiliate Transaction; (f) fail to maintain separate Financial Statements from those of its general partners, members, principals, Affiliates or any other Person; provided, however, that the Relevant Parties financial position, assets, liabilities, net worth and operating results may be included in the consolidated Financial Statements of the Sponsor, provided that (i) appropriate notation shall be made on such consolidated Financial Statements to indicate the separateness of each Relevant Party and the Sponsor, to indicate that the Sponsor and each Relevant Party maintain separate books and records and to indicate that none of the Relevant Parties’ Assets and credit are not available to satisfy the debts and other obligations of the Sponsor or any other Person and (ii) such Assets and liabilities shall be listed on each Relevant Party’s own separate balance sheet; (g) fail to promptly correct any known or suspected misunderstanding regarding its separate identity; (h) maintain records and books of account separate its Assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (Bi) pay its own operating expenses and liabilities from its own funds; (C) not guarantee or become obligated, or hold itself as being liable responsible, for the debts of any other Person, pledge its assets to secure the obligations of except under any other Person Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or j) hold out its credit or assets as being available to pay satisfy the obligations of any other Person, except under any Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; (Dk) keep make any loans or advances to any third party, including any member, principal or Affiliate of the Borrower, or any member, principal or Affiliate thereof, except as expressly permitted by the Loan Documents; (l) pledge its assets and liabilities (other than in accordance with for the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets benefit of any other Person, except as expressly permitted under the Loan Documents; (Em) maintain bank accounts separate from identify itself or hold itself out as a division of any other Person (other than or conduct any business in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security)another name; (Fn) fail to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on maintain adequate capital in light of its assets prior to those assets becoming available to its equity holderscurrent and contemplated business operations; (Go) fail to act solely in its own limited liability company name and not of any other Person, any of its officers or any of their respective Affiliates, and at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file using its own tax returns stationery, invoices and checks separate from those of any other Person, except to the extent it is not required to file tax returns under Applicable Lawsany of its officers or any of their respective Affiliates; (Ip) conduct acquire obligations or securities of its business in its own name and comply with all organisational formalities necessary to maintain its separate existencemembers, shareholders of other Affiliates, as applicable; (Jq) not enter into take any transaction with an Affiliate except on commercially reasonable terms similar action that knowingly shall cause any Relevant Party to those available to unaffiliated parties in an arm's-length transaction (it being acknowledged by the Parties hereto that the Transaction Documents are on such terms)become insolvent; (Kr) use separate invoices bearing its own namefail to keep minutes of the actions of the member of any Relevant Party and observe all limited liability company and other organizational formalities; (Ls) correct any known misunderstanding regarding fail to cause its separate identity members, managers, directors, officers, agents and not identify itself as a department or division other representatives to act at all times with respect to each Relevant Party consistently and in furtherance of any other Person; andthe foregoing and in the best interests of each Relevant Party; (Mt) not buyfail to pay its own liabilities and expenses (including, or hold any evidence ofas applicable, Financial Indebtedness shared personnel and overhead expenses) only out of any Affiliate its own funds, except as otherwise expressly contemplated provided by the Transaction DocumentsLoan Documents in respect of the Wholly Owned Opcos; or [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (u) fail at any time to have an independent director of the Borrower (as defined in the applicable limited liability company agreement of the Borrower).