Common use of Separateness Clause in Contracts

Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (i) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (ii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iii) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vi) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (vii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director (x) who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 or PPSA financing statementsstatements or other appropriate registrations, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates[Intentionally Omitted.] (iii) The Seller Borrower shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations or of any other Person’s operations. (iiiii) The Seller Borrower shall conduct its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller Borrower shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Borrower shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller Borrower shall hold itself out to the public under the SellerBorrower’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller Borrower shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller Borrower shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetingsCompanies. (x) The Seller Borrower shall comply in all material respects with its organizational documents and resolutions. (xi) The Borrower shall have bills recorded any security interests in its Register of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statementsMortgages and Charges, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase Agreementother Transaction Documents. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller Transferor shall at all times maintain be managed by an entity which has at least two one independent directors each of whom director, who (x) is not currently and has not been during the five years preceding the date of the Agreement on which such Person became an independent director, an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller Originator or any Other Corporation, (y) is not a current or former officer or employee of the Seller Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (iii) The Seller Transferor shall not direct or participate in the management of any of the Other Corporations’ other entity's operations. (iiiii) The Seller Transferor shall conduct its business from an office separate from that of the Other Corporations any other entity (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iiiiv) The Seller Transferor shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Transferor shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Transferor shall maintain its assets and transactions separately from those of the Other Corporations any other entity and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations any other entity and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporationsany other entity. The Seller Transferor shall hold itself out to the public under the Seller’s Transferor's own name as a legal entity separate and distinct from the Other Corporationsall other entities. The Seller Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporationsany other entity. (vivii) The Seller Transferor shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporationother entity. (viiviii) The Seller Transferor shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation other entity or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporationother entity. (viiiix) The Seller Transferor shall not make loans, advances or otherwise extend credit to any of the Other Corporationsother entity. (ixx) The Seller Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its Managers respective Board of Directors and make and retain minutes of such meetings. (xxi) The Seller Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporationsother entity. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom manager who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany (except as an independent manager of an Affiliate of the Seller which is a bankruptcy-remote special purpose entity), (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Seller and the Other Companies on a basis reasonably related to use. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixx) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetingsmaintain all appropriate organizational formalities in accordance with the Delaware Limited Liability Company Act. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies (in the case of the Receivables, as and to the extent provided by the Originator Purchase Agreement). (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in Part I (Assumptions of Fact) of the true sale and non-consolidation opinion of Ropes & ▇▇▇▇ LLP delivered pursuant to paragraph (1)(jSection 3.01(b)(vii) of Exhibit II to the this Agreement.

Separateness. (i) The Seller Borrower shall at all times maintain at least two independent one Independent Director on its board of directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliatesat all times. (iii) The Seller Borrower shall not direct or participate in the management of any of the Other Corporations’ Companies' operations or of any other Person's operations. (iiiii) The Seller Borrower shall conduct its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller Borrower shall have stationery and other HL RECEIVABLES FINANCING AGREEMENT business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller Borrower shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Borrower shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller Borrower shall hold itself out to the public under the Seller’s Borrower's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller Borrower shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller Borrower shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetingsCompanies. (x) The Seller Borrower shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, comply in all respects with respect to all assets purchased from any of the Other Corporationsits Charter Documents and resolutions. (xi) The Seller Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase Agreementother Transaction Documents. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller Transferor shall at all times maintain be managed by an ------------ entity which has at least two one independent directors each of whom director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller Originator or any Other Corporation, (y) is not a current or former officer or employee of the Seller Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (iii) The Seller Transferor shall not direct or participate in the management of any of the Other Corporations’ ' operations. (iiiii) The Seller Transferor shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller Transferor shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iiiiv) The Seller Transferor shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Transferor shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Transferor shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller Transferor shall hold itself out to the public under the Seller’s Transferor's own name as a legal entity separate and distinct from the Other Corporations. The Seller Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vivii) The Seller Transferor shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (viiviii) The Seller Transferor shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viiiix) The Seller Transferor shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ixx) The Seller Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its Managers respective Board of Directors and make and retain minutes of such meetings. (xxi) The Seller Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xixii) The Seller Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreementits organizational documents. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (xw) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller Seller, Originator or any Other CorporationCompany (other than a special purpose finance company that is a Subsidiary of the Parent), (yx) is not a current or former officer or employee of the Seller and Seller, (zy) is not a stockholder of Parent or any Other Corporation Company or any of their respective Affiliates, and (z) is reasonably acceptable to the Agent. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations or of any other Person’s operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and and, if applicable, a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies and any other Person. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies or any other Person. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies or any other Person, except as permitted by the this Agreement and as contemplated by the Secondary Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the section captioned “Assumptions of Fact” of the non-substantive consolidation opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP delivered pursuant to paragraph (1)(jSection 3.01(g) of Exhibit II and designated as Annex C to the this Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (xw) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller Seller, Originator or any Other CorporationCompany (other than a special purpose finance company that is a Subsidiary of the Parent), (yx) is not a current or former officer or employee of the Seller and Seller, (zy) is is not a stockholder of Parent or any Other Corporation Company or any of their respective Affiliates, and (z) is reasonably acceptable to the Agent. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations or of any other Person's operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and and, if applicable, a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies and any other Person. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies or any other Person. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statementsstatements and amendments thereto, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies or any other Person, except as permitted by the this Agreement and as contemplated by the Secondary Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) (A) each of the facts and assumptions contained in the section captioned "Assumptions of Fact" of the non-substantive consolidation opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, and (B) each of the facts and assumptions in the section captioned "Facts and Assumptions" of the DST Systems, Inc. Transaction - True Sale opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, each delivered pursuant to paragraph (1)(jSection 3.01(g) of Exhibit II and designated as Annex C to the this Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and otherwise meets the requirements of an independent director under the Seller's certificate of incorporation. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies, provided that such office would not be reasonably likely to mislead a Person as to the separate identity of the Originator and the Seller). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. Companies. (vii) The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other Corporations. Companies. (viii) The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (viix) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viix) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiixi) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans (as defined in the PCA) on the terms and conditions set forth in the PCA. (ixxii) The Seller shall hold regular duly noticed meetings of its Managers directors and make and retain minutes of such meetingsmeetings (or otherwise duly effect the same by means of written consents). (xxiii) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixiv) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase AgreementPCA and the other Transaction Documents. (xiixv) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the "Assumption of Facts" section of the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ and Woloskly LLP delivered pursuant to paragraph Section 3.01(g) and designated as Annex C to this Agreement. (1)(j) of Exhibit II to the Agreement.m)

Separateness. (i) The Seller Transferor shall at all times maintain be managed by ------------ an entity which has at least two one independent directors each of whom director, who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller Originator or any Other Corporation, (y) is not a current or former officer or employee of the Seller Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (iii) The Seller Transferor shall not direct or participate in the management of any of the Other Corporations’ other entity's operations. (iiiii) The Seller Transferor shall conduct its business from an office separate from that of the Other Corporations any other entity (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iiiiv) The Seller Transferor shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Transferor shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Transferor shall maintain its assets and transactions separately from those of the Other Corporations any other entity and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations any other entity and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporationsany other entity. The Seller Transferor shall hold itself out to the public under the Seller’s Transferor's own name as a legal entity separate and distinct from the Other Corporationsall other entities. The Seller Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporationsany other entity. (vivii) The Seller Transferor shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporationother entity. (viiviii) The Seller Transferor shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation other entity or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporationother entity. (viiiix) The Seller Transferor shall not make loans, advances or otherwise extend credit to any of the Other Corporationsother entity. (ixx) The Seller Each of the Transferor's sole member and manager shall hold regular duly noticed meetings of its Managers respective Board of Directors and make and retain minutes of such meetings. (xxi) The Seller Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporationsother entity. (xixii) The Seller Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreementits organizational documents. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director (x) who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 or PPSA financing statementsstatements or other appropriate registrations, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in paragraphs I. A. 1-2 on pages 5-11 of the true sale and substantive non-consolidation opinion of P▇▇▇, Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP delivered pursuant to paragraph (1)(jSection 3.01(g) of Exhibit II to the AgreementOriginal RPA.

Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (i) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (ii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iii) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vi) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (vii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion opinions delivered pursuant to paragraph (1)(j) of Exhibit II Amendment No. 1314 to the Agreement, dated on or about June 2524, 20212022.

Separateness. (i) The Seller shall at all times maintain at least two independent one Independent Director on its board of directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliatesat all times. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations or of any other Person’s operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetingsCompanies. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, comply in all respects with respect to all assets purchased from any of the Other Corporationsits Charter Documents and resolutions. (xi) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase Agreement.other Transaction Documents. COLONIAL BANK WAREHOUSE LOAN PURCHASE AGREEMENT (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions under the heading “Assumptions of Fact” contained in the “FDIC/FIRREA” opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP delivered pursuant to paragraph (1)(j) of Exhibit II to the AgreementSection 3.01(g).

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (xw) is not currently and has not been during the five (5) years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (yx) is not a current or former officer or employee of the Seller and Seller, (zy) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and (z) who (A) has prior experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (B) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations.have (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Seller and the Other Companies on a basis reasonably related to use. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies except as expressly contemplated by the Sale Agreement. (ixx) The Seller shall hold regular duly noticed meetings of its Managers and Board of Directors, make and retain minutes of such meetingsmeetings and otherwise observe all corporate formalities. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies, in each case to the extent such bills of sale and UCC-1 financing statements would be customarily prepared in transactions with non-Affiliates. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase Sale Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each prepare its financial statements separately from those of any of the facts Other Companies and assumptions contained in shall insure that any consolidated financial statements of any Other Company that are filed with the opinion delivered pursuant Securities and Exchange Commission or any other governmental agency or are furnished to paragraph (1)(j) any creditors of Exhibit II to any Other Company do not treat any of the AgreementPool Receivables as an asset of the Originator.

Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (i) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (ii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iii) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vi) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (vii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion opinionopinions delivered pursuant to paragraph (1)(j) of Exhibit II IIAmendment No. 13 to the Agreement, dated on or about June 25, 2021.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom manager who (xA) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director director, manager or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (yB) is not a current or former officer or employee of the Seller and (zC) is not a stockholder or membership interest owner of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings of its Board of Managers and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in Section I (captioned “Assumptions of Fact”) of the opinion of H▇▇▇▇▇ & L▇▇▇, L.L.P. delivered pursuant to paragraph (1)(jSection 3.01(g) of Exhibit II and designated as Annex C to the this Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (xw) is not currently and has not been during the five (5) years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (yx) is not a current or former officer or employee of the Seller and Seller, (zy) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and (z) who (A) has prior experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (B) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Seller and the Other Companies on a basis reasonably related to use. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies except as expressly contemplated by the Sale Agreement. (ixx) The Seller shall hold regular duly noticed meetings of its Managers and Board of Directors, make and retain minutes of such meetingsmeetings and otherwise observe all corporate formalities. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies, in each case to the extent such bills of sale and UCC-1 financing statements would be customarily prepared in transactions with non-Affiliates. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase Sale Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each prepare its financial statements separately from those of any of the facts Other Companies and assumptions contained in shall insure that any consolidated financial statements of any Other Company that are filed with the opinion delivered pursuant Securities and Exchange Commission or any other governmental agency or are furnished to paragraph (1)(j) any creditors of Exhibit II to any Other Company do not treat any of the AgreementPool Receivables as an asset of the Originator.

Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates[Intentionally Omitted.] (iii) The Seller Borrower shall not direct or participate in the management of any of the Other Corporations’ Companies' operations or of any other Person's operations. (iiiii) The Seller Borrower shall conduct its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller Borrower shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Borrower shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller Borrower shall hold itself out to the public under the Seller’s Borrower's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller Borrower shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller Borrower shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetingsCompanies. (x) The Seller Borrower shall comply in all material respects with its organizational documents and resolutions. (xi) The Borrower shall have bills recorded any security interests in its Register of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statementsMortgages and Charges, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase Agreementother Transaction Documents. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement[Intentionally Omitted.]

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (xw) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (yx) is not a current or former officer or employee of the Seller and Seller, (zy) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and (z) who (A) has prior experience as an independent director for a corporation whose charter documents required the unanimous consent of all independent directors thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (B) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own fundsfunds except that common overhead expenses may be shared by the Seller and the Other Companies on a basis reasonably related to use. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (i) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (ii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iii) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations.. Each of the following, unless waived in writing by the Required Purchaser Agents (other than as set forth in paragraph (e) which cannot be waived), shall be a “Collection Agent Default”: (via) The Seller Collection Agent (if United Rentals or any of its Affiliates is the Collection Agent) (i) shall not maintain fail to perform or observe in any joint account with material respect any Other Corporation term, covenant or become liable agreement under the Agreement (other than as a guarantor referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for 10 Business Days or otherwise with respect (ii) shall fail to any Debt or contractual obligation of any Other Corporation. (vii) The Seller shall not make when due any payment or distribution deposit to be made by it under the Transaction Documents and such failure to pay or deposit shall remain unremedied for three Business Days; or (b) The Collection Agent shall fail to transfer to the Administrative Agent when requested any rights, pursuant to the Agreement, which it then has as Collection Agent and any such failure to transfer shall remain unremedied for three Business Days; or (c) Any representation or warranty made or deemed made by the Collection Agent (or any of assets with its officers) pursuant to the Agreement or any other Transaction Document or any information or report delivered by the Collection Agent pursuant to the Agreement or any other Transaction Document shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, and such incorrectness or untruth is incapable of remedy or, if capable of remedy, is not corrected or cured within 30 days of the earlier of the Collection Agent becoming aware of such incorrectness or untruth or written notice thereof being given to the Collection Agent by the Administrative Agent or any obligation Purchaser Agent; or (d) The Collection Agent shall fail to pay any principal of any Other Corporation or grant an Adverse Claim premium or interest on any of its assets Debt that is outstanding in a principal amount of at least $150200,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to secure such Debt; or any obligation other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any Other Corporation.such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (viiie) The Seller Collection Agent shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make loansa general assignment for the benefit of creditors or file a notice of intention to make a proposal to some or CONFORMED COPY INCORPORATING AMENDMENT NO. 56 EFFECTIVE AS OF JUNE 29, advances or otherwise extend credit 201828, 2019 PRELIMINARY STATEMENTS 11 ARTICLE I DEFINITIONS 11 SECTION 1.01 Certain Defined Terms 11 SECTION 1.02 Other Terms 88 ARTICLE II AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS 88 SECTION 2.01 Facility 88 SECTION 2.02 Making Purchases 88 SECTION 2.03 Contributions 99 SECTION 2.04 Collections 99 SECTION 2.05 Settlement Procedures 1010 SECTION 2.06 Payments and Computations, Etc. 1010 ARTICLE III CONDITIONS OF PURCHASES 11 SECTION 3.01 Conditions Precedent to any of Initial Purchase from the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers Originator 11 SECTION 3.02 Conditions Precedent to All Purchases and make Contributions 1212 SECTION 3.03 Certification as to Representation and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.Warranties 1313

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom manager who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder or member of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations or of any other Person's operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixx) The Seller shall hold regular duly noticed meetings of its Board of Managers and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in Part I (Assumptions of Facts) of the opinion of Mayer, Brown, ▇▇▇▇ & Maw LLP delivered pursuant to paragraph (1)(jSection 3.01(g) of Exhibit II and designated as Annex C to the this Agreement.

Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (i) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (ii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iii) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vi) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (vii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion opinions delivered pursuant to paragraph (1)(j) of Exhibit II Amendment No. 1416 to the Agreement, dated on or about JuneMay 24, 20222024.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director (x) who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 or PPSA financing statementsstatements or other appropriate registrations, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in paragraphs I. A. 1-2 on pages 5-11 of the true sale and substantive non-consolidation opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP delivered pursuant to paragraph (1)(jSection 3.01(g) of Exhibit II to the AgreementOriginal RPA.

Separateness. (i) The Seller Transferor shall at all times maintain at least two one or more independent directors managers, each of whom (xv) is employed by, and has at least three years of employment experience with, one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, (w) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller Transferor or any Other CorporationCompany, (yx) is not a current or former officer or employee of the Seller and Transferor, (zy) is not a stockholder of any Other Corporation Company or any of their respective AffiliatesAffiliates and (z) is reasonably acceptable to the Program Agent. (iii) The Seller Transferor shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations. (iiiii) The Seller Transferor shall conduct its business from an a designated office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations)Companies. The Seller Transferor shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller Transferor shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Transferor shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Transferor shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller Transferor shall hold itself out to the public under the SellerTransferor’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, secondarily liable for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller Transferor shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person or any other Person. (viiviii) The Seller Transferor shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim any Lien on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller Transferor shall not make loans, loans or advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixx) The Seller Transferor shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller Transferor shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Purchase AgreementSCA. (xiixiii) The Seller Transferor shall comply with (and cause to be true and correct) each of the facts and assumptions contained in paragraphs 1 - 14 on pages 8 - 10 and paragraphs 1 - 29 on pages 20 - 23 of the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP delivered pursuant to paragraph (1)(jSection 3.02(d) of Exhibit II and designated as Annex C-7 to the this Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who is reasonably acceptable to the Program Agent and (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations or of any other Person’s operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies and any other Person. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies or any other Person. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (1)(j) of Exhibit II to the Agreement.

Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom manager who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, of the Parent or a major vendor or supplier of services to, an Affiliate of the Seller Parent, other than an independent member, director or manager of any Other Corporationbankruptcy remote, special purpose Affiliate of the Parent, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder otherwise meets the requirements of any Other Corporation or any of their respective Affiliatesan independent manager under the Seller's limited liability company agreement. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a 45 51 guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans (as defined in the Parent/Seller Purchase Agreement) on the terms and conditions set forth in the Parent/Seller Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings of its Managers members and make and retain minutes of such meetingsmeetings (or otherwise duly effect the same by means of written consents). (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Parent/Seller Purchase AgreementAgreement and the other Transaction Documents. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions agreements contained in the opinion delivered pursuant to paragraph (1)(jSection 9(b)(v) of Exhibit II to the Agreementits limited liability company agreement.