Common use of Separate Existence Clause in Contracts

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any Affiliates of the Collateral Manager, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or Affiliates, the Equityholder, the Servicer and any Affiliates of the Collateral Managerforegoing, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents Administrative Agent and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager Servicer (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any Affiliates of the Collateral Investment Manager, and the Borrower hereby acknowledges that the Administrative Agent, each of the Lender Agents and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Investment Manager (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any Affiliates of the Collateral ManagerEquityholder, and the Borrower hereby acknowledges that the Facility Agent, each of the Lender Agents and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager Equityholder (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any Affiliates of the Collateral Investment Manager, and the Borrower hereby acknowledges that the Facility Agent, each of the Lender Agents and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Investment Manager (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any Affiliates of the Collateral ManagerServicer, and the Borrower hereby acknowledges that the Facility Agent, each of the Lender Agents and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager Servicer (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or Affiliates, the Equityholder, the Servicer and any Affiliates of the Collateral Managerforegoing, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents Facility Agent and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager Servicer (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity ------------------ with assets and liabilities distinct from those of AFS and any of its Affiliates or any other Affiliates of the Collateral ManagerBorrower, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents Agent and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s 's identity as a separate legal entityentity from AFS and each such Affiliate. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5------- 11.5. ---- There is not now, nor will there be at any time in the future, any agreement or understanding between AFS or any Seller and the Borrower and the Collateral Manager (other than as expressly set forth herein and the other Transaction Documentsherein) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxestaxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or Affiliates, the Equityholder, the Servicer and any Affiliates of the Collateral Managerforegoing, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents Administrative Agent and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager Servicer (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.. Exhibit 10.1

Separate Existence. The Borrower is operated as an entity ------------------ with assets and liabilities distinct from those of AFS and any of its Affiliates or any other Affiliates of the Collateral ManagerBorrower, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents Agent and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s 's identity as a separate legal entityentity from AFS and each such Affiliate. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5------- 11.5. ---- There is not now, nor will there be at any time in the future, any agreement or understanding between AFS or AFC and the Borrower and the Collateral Manager (other than as expressly set forth herein and the other Transaction Documentsherein) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxestaxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any Affiliates of the Collateral ManagerServicer, and the Borrower hereby acknowledges that the Administrative Agent, each of the Lender Agents and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager Servicer (other than as expressly set forth herein and the other Transaction DocumentsDocuments or as consented to by the Administrative Agent) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.

Separate Existence. The Borrower is operated as an entity with assets and liabilities distinct from those of any of its Affiliates or any Affiliates of the Collateral ManagerServicer, and the Borrower hereby acknowledges that the Agent, each of the Lender Agents and each of the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a separate legal entity. Since its formation, the Borrower has been (and will be) operated in such a manner as to comply with the covenants set forth in Section 10.5. There is not now, nor will there be at any time in the future, any agreement or understanding between the Borrower and the Collateral Manager Servicer (other than as expressly set forth herein and the other Transaction Documents) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any Taxes, fees, assessments or other governmental charges.