Common use of Separate Existence Clause in Contracts

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person[reserved]; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAPAppropriate Accounting Principles; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers member(s) or managing member to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents; and (xxi) it shall not divide or permit any division of the Borrower.

Separate Existence. No Borrower Party shall take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (a) The except for a Designated Subsidiary and any subsidiary of a Designated Subsidiary formed to be a co-issuer in connection with a Permitted CLO, a Borrower Party shall at all times: not have any subsidiaries without the prior written consent of the Administrative Agent and (b) no Borrower Party shall (i) maintain at least one Independent Manager(A) engage in any transaction with any shareholder that would constitute a conflict of interest or pay dividends; provided that the foregoing shall not prohibit a Borrower Party from entering into the transactions contemplated by its administration agreement with its corporate administrator or (B) pay any amounts other than in accordance with the terms of the Collateral Documents, (ii) maintain commingle its own separate books and records and bank accountsfunds with those of any other Person or entity; (iii) hold itself out to as being liable for the public and all other Persons as a legal entity separate from debts of any other Personentity, nor agree to permit the Equityholder to hold itself out as liable for the debts of the Borrower; (iv) have a board of managers separate from that guarantee any obligation of any other Person, including any Affiliate; (v) file its own Tax returnsengage, except to directly or indirectly, in any business, other than the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not actions required to file Taxes under Applicable Law, and pay any Taxes so required or permitted to be paid performed under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAPCollateral Documents; (vi) not commingle its assets make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Borrower Parties may invest in those Warehouse Assets and other investments permitted under the Collateral Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Collateral Documents and permit the same to remain outstanding in accordance with assets of any other Personsuch provisions; (vii) conduct fail to pay its business in debts and liabilities from its own name and strictly comply with all organizational formalities to maintain its separate existenceassets when due; (viii) maintain separate financial statements; providedto the fullest extent permitted by law, howeverengage in any dissolution, that liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on business other than such consolidated financial statements activities as are expressly permitted pursuant to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate this Agreement or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit release, sell, transfer, convey or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably assign any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower Warehouse Asset unless in accordance with its organizational documentsthe Collateral Documents.

Separate Existence. (a) The Borrower Each Guarantor shall, and shall at all times: cause each of its Subsidiaries to, maintain its existence as a separate corporation, trust or other Person for the sole purpose of (i) maintain at least one Independent Manager; in the case of each Pledged SPE, owning, leasing and disposing of the Eligible Aircraft and activities incidental thereto and other Permitted Intermediate Lessee Activities, (ii) in the case of each Intermediate Lessee, leasing the Eligible Aircraft and activities incidental thereto and other Permitted Pledged SPE Activities, and (iii) in the case of each Guarantor, holding and disposing of the assets contemplated to be held hereunder and entering into the Loan Documents and the transactions contemplated thereby and activities incidental thereto and, in the case of Holdco I, Permitted Holdco I Activities. Each Guarantor shall, and shall cause each of its Subsidiaries to, maintain certain policies and procedures relating to its separateness, including, (x) maintaining its own separate books and records (other than any Guarantor, Pledged SPE or Intermediate Lessee which is a trust) and bank accounts; maintaining its assets and liabilities in such a manner that it is not difficult to segregate, identify or ascertain such assets and liabilities from those of the Company, other Guarantors, other Pledged SPEs, other Intermediate Lessees or any other Person, and (iiiy) hold holding itself out to creditors and the public and all other Persons as a legal entity (other than any trust) separate and distinct from any the Company, other Person; (iv) have a board of managers separate from that of any Guarantors, other Person; (v) file its own Tax returnsPledged SPEs, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate Intermediate Lessees or any other Person (except for consolidated tax returns, financial statements and similar reports). For the avoidance of doubt, the Company (Bor a Subsidiary thereof) may act as a “servicer” to any Guarantor or any Subsidiary thereof and in such assets shall also capacity may perform, or cause to be listed performed, leasing, administration, sale, aircraft and equipment maintenance and related services on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes behalf of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations Guarantor or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documentssuch Subsidiary.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.)

Separate Existence. The Transferor shall at all times (a) The Borrower shall to the extent the Transferor's office is located in the offices of the Seller or any Affiliate of the Seller, pay fair market rent for its executive office space located in the offices of the Seller or any Affiliate of the Seller, (b) have at all times: times at least two members of its board of directors which are not and have never been employees, officers or directors of the Seller or any Affiliate of the Seller or of any creditor of the Seller or any Affiliate of the Seller and are persons who are familiar and have experience with asset securitization, (c) maintain the Transferor's books, financial statements, accounting records and other corporate documents and records separate from those of the Seller or any other entity and maintain separate accounts, (d) not commingle the Transferor's assets with those of the Seller or any other entity, (e) act solely in its corporate name and through its own authorized officers and agents, (f) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (g) separately manage the Transferor's liabilities from those of the Seller or any Affiliates of the Seller and pay its own liabilities, including all administrative expenses, from its own separate assets, except that the Seller may pay the organizational expenses of the Transferor, (h) pay from the Transferor's assets all obligations and indebtedness of any kind incurred by the Transferor, and (i) maintain at least one Independent Manager; take no actions which may mislead third parties as to the separate corporate identities and separate assets and liabilities of the Seller, the Initial Purchaser and the Transferor. The Transferor shall abide by all corporate formalities, including the maintenance of current minute books, and the Transferor shall cause its financial statements to be prepared in accordance with generally accepted accounting principles in a manner that indicates the separate existence of the Transferor and its assets and liabilities. The Transferor shall (i) pay all its liabilities, (ii) maintain its own separate books and records and bank accounts; not assume the liabilities of the Seller or any Affiliate of the Seller, (iii) hold itself out not lend funds or extend credit to the public Seller except pursuant to the Receivables Purchase Agreements in connection with the purchase of Receivables thereunder and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to not guarantee the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness liabilities of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate Seller or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives Affiliates of the Borrower to act at all times Seller. The officers and directors of the Transferor (as appropriate) shall make decisions with respect to the Borrower consistently business and in furtherance daily operations of the foregoing Transferor independent of and not dictated by any controlling entity. The Transferor shall not engage in the best interests any business not permitted by its Certificate of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documentsIncorporation.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.its

Separate Existence. (a) The Borrower It shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other PersonPerson (although, in connection with certain advertising and marketing, it may be identified as a subsidiary of the Equityholder); (iv) have a board of managers separate from that of any other Personhold title to its assets in its own name; (v) file its own Tax tax returns, except to the extent that the Borrower is treated if any, as a “disregarded entity” for Tax purposes and is not may be required to file Taxes under Applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for tax purposes of another taxpayer, and pay any Taxes taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower it has established proper reserves on its books in accordance with GAAPAppropriate Accounting Principles; (vi) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existenceexistence (although, in connection with certain regulatory filings, advertising and marketing, it may be identified as a subsidiary of the Equityholder); (viii) maintain separate financial statements except to the extent that its financial and operating results are consolidated with those of the Equityholder or its direct or indirect parent (if any) in consolidated financial statements; provided, however, provided that all audited financial statements of the Equityholder that are consolidated to include the Borrower will contain detailed notes clearly stating that (x) all of the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of are owned by the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (By) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own is a separate balance sheet)legal entity; (ix) pay its own liabilities only out of its own funds; (x) except for capital contributions or capital distributions permitted under the terms and conditions of the Transaction Documents and properly reflected on the books and records of the Borrower, maintain an arm’s length relationship with its Affiliates and the Equityholder and each of its other Affiliatesnot enter into any transaction with an Affiliate except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions transactions, liabilities and liabilities operations and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers or member(s) or managing member(s) to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions actions, in each case in accordance with Delaware limited liability company formalities and observe in all material respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates, except as otherwise permitted under the Transaction Documents; (xix) cause the managers, officers, agents and other representatives of the Borrower it to act at all times with respect to the Borrower it consistently and in furtherance of the foregoing and in the its best interests of the Borrowerinterests; and (xx) maintain at least one special member, have an Independent Manager separate from that of the Equityholder and any other Person who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrowerit, shall immediately become the member of the Borrower it in accordance with its organizational documents; (xxi) not divide or permit any division of the Borrower; and (xxii) pay the salaries of its own employees, if any.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain Lessee has, since its own separate books and records and bank accounts; (iii) hold formation, maintained ------------------ itself out to the public and all other Persons as a legal an entity separate from any other Person; entity and, in particular, has: (ivi) have a board of managers maintained books and records, financial statements, and accounts separate from that those of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (viii) not commingle commingled its assets or funds with assets those of any other Person; (viiiii) conduct held all of its assets in its own name; (iv) conducted its business in its own name and strictly comply with all organizational formalities to maintain its separate existencename; (viiiiv) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of paid its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (xv) maintain observed all corporate formalities; (vi) maintained an arm’s arm's-length relationship with its Affiliates, if any; (vii) prepared and maintained financial statements separate from its Affiliates, if any, except as may have been required by applicable law; (viii) paid the Equityholder and each salaries of its other Affiliatesown employees and fees for its directors and officers from its own funds; (xiix) not hold guaranteed or become obligated for the debts of any other entity, or held out its credit or assets as being available to satisfy the obligations of others; (xiix) allocate allocated and charged fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiiixi) use used separate stationery, invoices and checks, each bearing its own name; (xii) not pledged its assets for the benefit of any other entity nor made any loans or advances to any Person; (xiii) held itself out to creditors and the public as a legal entity separate from any other Person and corrected any known misunderstanding regarding such separate identity; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain maintained adequate capital in light of its contemplated business purpose, transactions and liabilities and pay liabilities; (xv) unless otherwise required by applicable law, filed its operating expenses and liabilities tax returns separately from its own assetsthose of any other Person; (xvi) not purchased or held evidence of indebtedness issued by any other Person; (xvii) cause its board not identified itself as a division of managers to meet at least annually any other Person, nor acquired or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalitiesheld any subsidiary; (xviii) not acquire the obligations or acquired any securities of any Person; (xvix) not borrowed money or incurred indebtedness other than normal trade accounts payable and lease obligations in the normal course of its Affiliatesbusiness nor granted consensual Liens on any of its property, except the Senior Loans; (xix) cause not filed a voluntary petition or otherwise initiated proceedings to become bankrupt or insolvent, or consented to the managersinstitution of bankruptcy or insolvency proceedings, officersor file a petition seeking or consenting to reorganization or relief as debtor under any applicable federal or state law relating to bankruptcy, agents and insolvency, or other representatives relief for debtors, or sought or consented to the appointment of any receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) or made any general assignment for the benefit of creditors of the Borrower Borrower, or admitted in writing the inability to act at all times with respect to the Borrower consistently and pay its debts generally as they become due or declared or effected a moratorium on t debts or taken any action in furtherance of the foregoing and in the best interests of the Borrowerany such action; (xx) not merged or consolidated with any other Person; and (xxxxi) maintain at least one special member, who, upon not pledged its assets for the dissolution benefit of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documentsany other Person.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books Each of the Seller and records the Servicer hereby acknowledges that the Purchasers and bank accounts; (iii) hold itself out to the public Administrator are entering into the transactions contemplated by this Agreement and all the other Persons Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from Xxxxxx Tire, the Originators and their respective Affiliates. Therefore, each of the Seller and the Servicer shall take all steps specifically required by this Agreement or reasonably required by the Administrator or any Purchaser Agent to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of Xxxxxx Tire, any Originator and any other Person; (iv) have , and is not a board division of managers separate from that of Xxxxxx Tire, any Originator or any other Person; (v) file its own Tax returns, except to . Without limiting the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance generality of the foregoing and in addition to and consistent with the best interests other covenants set forth herein, each of the Borrower; Seller and the Servicer shall take such actions as shall be required in order that: (a) The Seller will be a limited liability company whose primary activities are restricted in its operating agreement to: (i) purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests or selling interests in Pool Assets, (ii) entering into agreements for the selling and servicing of the Receivables Pool, and (xxiii) maintain at least conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (b) The Seller shall not engage in any business or activity, or incur any indebtedness or liability (including, without limitation, any assumption or guaranty of any obligation of Xxxxxx Tire, any Originator or any Affiliate thereof), other than as expressly permitted by the Transaction Documents; (c) (i) Not less than one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance Seller’s Board of Directors (the “Independent Director”) shall be a natural person (A) who is not at the time of initial appointment and has not been at any time during the five (5) years preceding such appointment: (1) an equityholder, director (other than the Independent Director), officer, employee, member, manager, attorney or partner of Xxxxxx Tire, Seller or any of their Affiliates; (2) a customer of, supplier to or other person who derives more than 1% of its purchases or revenues from its activities with its organizational documents.Xxxxxx Tire, Seller or any of their Affiliates; (3) a person or other entity controlling, controlled by or under common control with any such equity holder, partner, member, manager customer, supplier or other person; or (4) a member of the immediate family of any such equity holder, director, officer, employee, member, manager, partner, customer, supplier or other person and (B) who has (1) prior experience as an independent director for a corporation or an independent manager of a limited liability company whose charter documents required the unanimous consent of all independent director or independent managers thereof before such corporation could consent to the

Separate Existence. (a) The Borrower shall Shall at all times: (i) maintain at least one Independent Managerindependent manager or director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person[reserved]; (iv) have a board of managers separate from that of any other Person[reserved]; (v) file its own Tax returns, except if any, as may be required by Applicable Law, to the extent that the Borrower Company is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Lawtax purposes, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with the assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence[reserved]; (viii) maintain separate financial statements except to the extent that its financial and operating results are consolidated with those of the Parent in consolidated financial statements; provided, however, provided that all audited financial statements of the BorrowerParent that are consolidated to include the Company will contain notes stating that (x) all of the Company’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate are owned by the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person Company and (By) such assets shall also be listed on the Borrower’s own Company is a separate balance sheet (if the Borrower prepares its own separate balance sheet)legal entity; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) [reserved]; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space[reserved]; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for to secure the obligations of any other Person; (xiv) [reserved]; and (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and (except as permitted by this Agreement, the Effective Date Letter and the other Credit Documents) pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.;

Separate Existence. (a) The Borrower is familiar with all of the criteria of the Rating Agencies required to qualify as a special-purpose bankruptcy-remote entity and Borrower shall at all times: preserve and keep in full force and effect its existence as a Single Purpose Entity. Borrower shall (i) maintain at least one Independent Managerits books and records and bank accounts separate from any other person or entity (except that, for accounting and reporting purposes, Borrower may be included in the consolidated financial statements of Ardex XXXX xx accordance with generally accepted accounting principles); (ii) maintain an arm's length relationship with its own separate books members, Affiliates and records and bank accountsany other party furnishing services to it; (iii) hold itself out to the public maintain its books, records, resolutions and all other Persons agreements as a legal entity separate from any other Personofficial records; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to through its own authorized officers and agents; (v) prepare and maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included accounting records and other limited liability company or corporation documents separate from those of any other Person (except for inclusion of Borrower in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheetArdex XXXX); (ixvi) pay its own liabilities only out of its own fundsfunds and other assets; (vii) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from Ardex XXXX, Xxdex XX and all other Affiliates; (viii) participate in the fair and reasonable allocation of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ix) use its own stationery, invoices and checks (except when acting in a representative capacity); (x) maintain an arm’s length relationship with the Equityholder hold and each identify itself as a separate and distinct entity under its own name and not as a division or part of its any other AffiliatesPerson (except for inclusion of Borrower in consolidated financial statements of Ardex XXXX); (xi) not hold out comply, with the provisions of its credit or assets as being available certificate of formation and LLC Agreement, and the laws of its jurisdiction of organization relating to satisfy the obligations of otherslimited liability companies; (xii) allocate fairly at all times continue to be, adequately capitalized in light of the nature of its business; and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge hold its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in name. Borrower shall comply with all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and assumptions set forth in the best interests of the Substantive Non-Consolidation Opinion delivered by Borrower; and (xx) maintain 's counsel at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documentsClosing.

Separate Existence. Except for financial reporting purposes (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public extent required by generally accepted accounting principles) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Member and the Managers shall take all other Persons steps necessary to continue the identity of the Company as a separate legal entity separate and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Member, Affiliates of the Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall: maintain office space separate and clearly delineated from the office space of any Affiliate; (iv) have maintain the assets of the Company in such a board of managers separate manner that it is not costly or difficult to segregate, identify or ascertain its individual assets from that those of any other Person, including any Affiliate; (v) file its own Tax returnsmaintain a separate telephone number; conduct all transactions with Affiliates on an arm's-length basis; not guarantee, except to become obligated for or pay the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets debts of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that Affiliate or hold the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness credit of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only Company out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of othersany Affiliate or other Person (nor, except as contemplated in the Basic Documents, indemnify any Person for losses resulting therefrom), nor, except as contemplated in the Basic Documents, have any of its obligations guaranteed by any Affiliate or hold the Company out as responsible for the debts of any Affiliate or other Person or for the decisions or actions with respect to the business and affairs of any Affiliate, nor seek or obtain credit or incur any obligation to any third Party based upon the creditworthiness or assets of any Affiliate or any other Person (i.e. other than based on the assets of the Company) nor allow any Affiliate to do such things based on the credit of the Company; except as expressly otherwise permitted hereunder or under any of the Basic Documents, not permit the commingling or pooling of the Company's funds or other assets with the funds or other assets of any Affiliate; maintain separate deposit and other bank accounts and funds (xiiseparately identifiable from those of the Member or any other Person) to which no Affiliate has any access, which accounts shall be maintained in the name and, to the extent not inconsistent with applicable federal tax law, with the tax identification number of the Company; maintain full books of accounts and records (financial or other) and financial statements separate from those of its Affiliates or any other Person, prepared and maintained in accordance with generally accepted accounting principles (including, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise) and audited annually by an independent accounting firm which shall provide such audit to the Indenture Trustee; pay its own liabilities out of its own funds, including fees and expenses of the Administrator pursuant to the Administration Agreement and the Servicer pursuant to any Servicing Agreement; compensate (either directly or through reimbursement of the Company's allocable share of any shared expenses) all employees, consultants and agents and Affiliates, to the extent applicable, for services provided to the Company by such employees, consultants and agents or Affiliates, in each case, from the Company's own funds and maintain a sufficient number of employees in light of its contemplated operations; allocate fairly and reasonably the salaries of and the expenses related to providing the benefits of officers or other employees shared with the Member, any Special Member or any Manager; allocate fairly and reasonably any overhead expenses that are shared with the Member, any Special Member or any Manager; pay from its own bank accounts for accounting and payroll services, rent, lease and other expenses (or the Company's allocable share of any such amounts provided by one or more other Affiliate) and not have such operating expenses (or the Company's allocable share thereof) paid by any Affiliates, provided, that the Member shall be permitted to pay the initial organization expenses of the Company and certain of the expenses related to the transactions contemplated by the Basic Documents as provided therein; maintain adequate capitalization to conduct its business and affairs considering the Company's size and the nature of its business and intended purposes and, after giving effect to the transactions contemplated by the Basic Documents, refrain from engaging in a business for which its remaining property represents an unreasonably small capital; conduct all of the Company's business (whether in writing or orally) solely in the name of the Company through the Member and the Company's Managers, employees, officers and agents and hold the Company out as an entity separate from any Affiliate; not make or declare any distributions of cash or property to the Member except in accordance with appropriate limited liability company formalities and only consistent with sound business judgment to the extent that it is permitted pursuant to the Basic Documents and not violative of any applicable law; otherwise practice and adhere to all limited liability company procedures and formalities to the extent required by this Agreement or all other appropriate constituent documents; not appoint an Affiliate or any employee of an Affiliate as an agent of the Company, except as otherwise permitted in the Basic Documents (although such Persons can qualify as a Manager or as an officer of the Company); not acquire obligations or securities of or make loans or advances to or pledge its assets for the benefit of any Affiliate, including for shared office spacethe Member or any Affiliate of the Member; (xiii) use separate stationery, invoices and checksnot permit the Member or any Affiliate to acquire obligations of or make loans or advances to the Company; (xiv) except as expressly permitted by this Agreementprovided in the Basic Documents, not pledge its assets as security permit the Member or any Affiliate to guarantee, pay or become liable for the obligations debts of the Company nor permit any such Person to hold out its creditworthiness as being available to pay the liabilities and expenses of the Company nor, except for the indemnities in this Agreement and the Basic Documents, indemnify any Person for losses resulting therefrom; maintain separate minutes of the actions of the Member and the Managers, including the transactions contemplated by the Basic Documents; cause (i) all written and oral communications, including letters, invoices, purchase orders, and contracts, of the Company to be made solely in the name of the Company, (ii) the Company to have its own tax identification number (to the extent not inconsistent with applicable federal tax law), stationery, checks and business forms, separate from those of any Affiliate, (iii) all Affiliates not to use the stationery or business forms of the Company, and cause the Company not to use the stationery or business forms of any Affiliate, and (iv) all Affiliates not to conduct business in the name of the Company, and cause the Company not to conduct business in the name of any Affiliate; direct creditors of the Company to send invoices and other Personstatements of account of the Company directly to the Company and not to any Affiliate and cause the Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Company; cause the Member to maintain as official records all resolutions, agreements, and other instruments underlying or regarding the transactions contemplated by the Basic Documents; disclose, and cause the Member to disclose, in its financial statements the effects of all transactions between the Member and the Company in accordance with generally accepted accounting principles, and in a manner which makes it clear that (xvi) the Company is a separate legal entity, (ii) the assets of the Company (including the Transition Property transferred to the Company pursuant to the Sale Agreement) are not assets of any Affiliate and are not available to pay creditors of any Affiliate and (iii) neither the Member nor any other Affiliate is liable or responsible for the debts of the Company; treat and cause the Member to treat the transfer of the Transition Property from the Member to the Company as a sale under the Utilities Code; except as described herein with respect to tax purposes and financial reporting, describe and cause each Affiliate to describe the Company, and hold the Company out as a separate legal entity and not as a division or department of any Affiliate, and promptly correct any known misunderstanding regarding the Company's identity separate from any Affiliate or any Person; so long as any of the Transition Bonds are outstanding, treat the Transition Bonds as debt for all purposes and specifically as debt of the Company, other than for financial reporting, state or federal regulatory or tax purposes; solely for purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for purposes of state, local and other taxes, so long as any of the Transition Bonds are outstanding, treat the Transition Bonds as indebtedness of the Member secured by the Transition Bond Collateral unless otherwise required by appropriate taxing authorities; file its separate identity; own tax returns, if any, as may be required under applicable law, to the extent (xvii) maintain adequate capital in light not part of its contemplated business purposea consolidated group filing a consolidated return or returns or (ii) not treated as a disregarded entity for tax purposes of another taxpayer, transactions and liabilities and pay any taxes so required to be paid under applicable law; maintain its operating expenses valid existence in good standing under the laws of the State of Delaware and liabilities from maintain its own assets; (xvii) cause its board of managers qualification to meet at least annually or act pursuant to written consent and keep minutes do business under the laws of such meetings other jurisdictions as its operations require; not form, or cause to be formed, any subsidiaries; comply with all laws applicable to the transactions contemplated by this Agreement and actions the Basic Documents; and cause the Member to observe in all material respects all other Delaware limited liability company procedures and formalities; (xviii) not acquire , if any, required by its constituent documents and the obligations or any securities laws of its Affiliates; (xix) cause the managers, officers, agents state of formation and all other representatives appropriate jurisdictions. Failure of the Borrower Company, or the Member or the Managers on behalf of the Company, to act at all times comply with respect to the Borrower consistently and in furtherance any of the foregoing and covenants or any other covenants contained in this Agreement shall not affect the best interests status of the Borrower; and (xx) maintain at least one special member, who, upon Company as a separate legal entity or the dissolution limited liability of the sole member Member or the withdrawal or the disassociation Managers. In addition, none of the sole member from foregoing shall require the Borrower, shall immediately become Member to make any additional capital contributions to the member of the Borrower in accordance with its organizational documentsCompany.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person[reserved]; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid by the Borrower under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAPAppropriate Accounting Principles; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually member or act pursuant to written consent and members keep minutes of such all meetings and actions by written consent and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its AffiliatesAffiliates except as otherwise permitted under the Transaction Documents; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower[reserved]; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents; and (xxi) not divide or permit any division of the Borrower under Applicable Law.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and Seller each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.

Separate Existence. (a) The Borrower shall at all timesLessee will: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records ------------------ records, financial statements, and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity accounts separate from any other Person; (iv) have a board of managers separate from that those of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not ii)not commingle its assets or funds with assets those of any other Person; hold all of its assets in its own name; (viiiii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existencename; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ixiv) pay its own liabilities only out of its own funds; (xv) observe all corporate formalities; (vi) maintain an arm’s arm's-length relationship with the Equityholder and each of its other Affiliates; (xivii) maintain separate financial statements from any Affiliates; (viii) pay the salaries of its own employees and fees for its directors and officers out of its own funds; (ix) not guarantee or become obligated for the debts of any other Person, or hold out its credit or assets as being available to satisfy the obligations of others; (xiix) not acquire obligations or securities of its owners, directors, officers or Affiliates; (xi) allocate and charge fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiiixii) use separate maintain stationery, invoices and checkschecks separate from its Affiliates, each bearing its own name; (xivxiii) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations benefit of any other Person or make any loans or advances to any other Person; (xvxiv) hold itself out to creditors and the public as a legal entity separate from any other Person and correct any known misunderstanding regarding its such separate identity; (xvixv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay liabilities; (xvi) unless otherwise required by applicable law, file its operating expenses and liabilities tax returns separately from its own assetsthose of any other Person; (xvii) cause its board not buy or hold evidence of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all indebtedness issued by any other Delaware limited liability company formalitiesPerson; (xviii) not identify itself as a division of any other Person, nor acquire the obligations or hold any securities of its AffiliatesSubsidiary; (xix) not acquire any securities; (xx) not borrow money or incurred indebtedness other than normal trade accounts payable and lease obligations in the normal course of its business nor grant consensual Liens on its property; (xxi) without the unanimous consent of its board of directors, not file a voluntary petition or otherwise initiated proceedings to be adjudicated, bankrupt or insolvent, or consented to the institution of bankruptcy or insolvency proceedings, or file a petition seeking or consenting to reorganization or relief as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors, seek or consent to the appointment of any receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of all or substantial part of its properties or make any general assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debts or take any action in furtherance of any such action; (xxii) not merge or consolidate with any other Person; (xxiii) not hold itself out as having agreed to pay or become liable, by guarantee or otherwise, for the debts of another Person; (xxiv) not pledge its assets for the benefit of any other Person; (xxv) not effect a change of management or ownership without the written consent of the Lessee, including fail to maintain at all times at least one "independent" director; (xxvi) not do or fail to do any act, the effect of which is (a) to interfere with the normal operation of the Senior Loan Documents or (b) to cause a breach or default thereunder; (xxvii) provide the managersLessee promptly with copies of any default notices which the Lessee receives from any of its creditors; (xxviii) pay all of its obligations as they become due in the ordinary course of its business; and (xxix) cause its directors, officers, managers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documentsforegoing.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person[reserved]; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAPAppropriate Accounting Principles; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually member or act pursuant to written consent and members keep minutes of such all meetings and actions by written consent and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its AffiliatesAffiliates except as otherwise permitted under the Transaction Documents; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower[reserved]; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents; and (xxi) it shall not divide or permit any division of the Borrower under Applicable Law.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAPAppropriate Accounting Principles; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other Person[reserved]; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be USActive 57084911.14 -98- made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers member or members to meet at least annually or act pursuant to written consent and keep minutes of such all meetings and actions by written consent and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its AffiliatesAffiliates (except as otherwise permitted under the Transaction Documents); (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower[reserved]; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.

Separate Existence. (a) The Borrower TCC shall maintain its separate corporate existence and identity and shall take all steps necessary to make it apparent to third parties that TCC is an entity with assets and liabilities distinct from those of TransCore or any Affiliate of TransCore. TCC shall therefore, at all times: (i) maintain at least one Independent Managerpromptly reimburse TransCore or any Affiliate of TransCore for all reasonable expenses paid or incurred by TransCore, any Affiliate or their personnel for or on behalf of TCC, including appropriate allocations of(x) salaries and benefits of those personnel performing services for TCC and (y) office space, overhead, computing and other expenses attributable to services performed for TCC, if any; (ii) maintain its own separate books TCC's books, accounting records and other corporate documents and records and bank accountsseparate from those of TransCore or any other entity; (iii) hold itself out prepare any financial statements separately from those of TransCore and request that TransCore include certain footnotes in any consolidated financial statements issued by TransCore to the public and all other Persons as a legal entity separate from any other Personeffect that TransCore contributed certain assets to TCC; (iv) have a board maintain TCC's books of managers account and payroll (if any) separate from that those of TransCore or any other PersonAffiliate of TransCore; (v) file act solely in its corporate name and through its own Tax returnsauthorized officers and. agents, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes invoices and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAPletterhead; (vi) separately manage TCC's liabilities from those of TransCore or any Affiliate of TransCore and pay its own liabilities, including all administrative expenses, from its own separate assets; (vii) hold itself out as an entity; separate from TransCore and any Affiliate of TransCore and any other person; (viii) not commingle its assets with assets those of TransCore, any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement Affiliate of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate TransCore or any other Person person; and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations benefit of any other Person; (xv) correct person or make loans or advances to any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light other person. TCC shall abide by all corporate formalities, including the maintenance of its contemplated business purposecurrent minute books, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) shall cause its board of managers any financial statements to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower be prepared in accordance with GAAP in a manner that indicates the separate existence of TCC and its organizational documentsassets and liabilities. Other than those liabilities associated with the issuance of Eligible Bonds, TCC shall not assume the liabilities of TransCore or any Affiliate of TransCore, and shall not guarantee the liabilities of TransCore or any Affiliate of TransCore.

Separate Existence. (a) The Borrower shall at all times: (i) maintain at least one Independent Manager; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from any other Person; (iv) have a board of managers separate from that of any other PersonPerson[reserved]; (v) file its own Tax returns, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes under Applicable Law, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested in good faith by appropriate proceedings and in respect of which the Borrower has established proper reserves on its books in accordance with GAAP; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viii) maintain separate financial statements; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheet); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the USActive 31637433.4 -104- Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant tomember or members to keep minutes of all meetings and actions by written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the BorrowerBorrower (except as otherwise permitted under the Transaction Documents); (xix) [reserved]; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documents.

Separate Existence. (a) The Borrower and the General Partner shall at all times: each (i) maintain at least one Independent Managertheir books and records and bank accounts separate from any other person or entity (except that, for accounting and reporting purposes, the General Partner (and, if Host Marriott should acquire a sufficient direct or indirect ownership interest in the Borrower to require consolidation under GAAP, the Borrower) may be included in the consolidated financial statements of Host Marriott in accordance with generally accepted accounting principles); (ii) maintain its own separate books an arm's length relationship with their partners, Affiliates and records and bank accountsany other party furnishing services to either of them; (iii) hold itself out to the public maintain its books, records, resolutions and all other Persons agreements as a legal entity separate from any other Personofficial records; (iv) have conduct their business in their own name and through their own authorized officers and agents (except that all of the Properties are operated and are expected to continue to be operated under the name "Courtyard by Marriott," which is a board trademark of managers separate from that of any other PersonMII); (v) file its own Tax returnsprepare and maintain their financial statements, accounting records and other corporation or partnership documents separate from those of any other Person (except to for inclusion of the extent that General Partner (and, if Host Marriott should acquire a sufficient direct or indirect ownership interest in the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Taxes require consolidation under Applicable LawGAAP, and pay any Taxes so required to be paid under Applicable Law, except for those Taxes being contested the Borrower) in good faith by appropriate proceedings and in respect consolidated financial statements of which the Borrower has established proper reserves on its books in accordance with GAAPHost Marriott); (vi) not commingle its assets with assets pay their own liabilities out of any their own funds and other Personassets; (vii) conduct observe all partnership or corporate formalities, as applicable, necessary to maintain their identities as entities separate and distinct from one another and from Host Marriott and all other Affiliates; (viii) participate in the fair and reasonable allocation of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ix) use its business own stationery, invoices and checks (except when acting in a representative capacity); (x) hold and identify itself as a separate and distinct entity under its own name and strictly comply with all organizational formalities not as a division or part of any other Person (except for inclusion of the General Partner (and, if Host Marriott should acquire a sufficient direct or indirect ownership interest in the Borrower to maintain its separate existence; (viii) maintain separate financial statements; providedrequire consolidation under GAAP, however, that the Borrower’s assets may be included ) in a consolidated financial statement of its Affiliate if (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Borrower’s own separate balance sheet (if the Borrower prepares its own separate balance sheetHost Marriott); (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s length relationship with the Equityholder and each of its other Affiliates; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xvii) cause its board of managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all respects all other Delaware limited liability company formalities; (xviii) not acquire the obligations or any securities of its Affiliates; (xix) cause the managers, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower; and (xx) maintain at least one special member, who, upon the dissolution of the sole member or the withdrawal or the disassociation of the sole member from the Borrower, shall immediately become the member of the Borrower in accordance with its organizational documentsname.