Common use of Separateness Clause in Contracts

Separateness. Each Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employees; and (xii) allocate fairly and reasonably any overhead for office space shared with any Affiliate.

Separateness. Each Borrower shallObligor shall at all times: (a) observe all applicable entity procedures necessary to maintain its separate existence and formalities, including: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existencemaintaining minutes or records of meetings of the members and/or managers of the Obligor; (ii) have a board acting on behalf of directors, board itself only pursuant to due authorization of the members and/or managers, including, when applicable, any independent managers or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals;members; and (iii) conduct conducting its own business solely in its own name and in a manner not misleading to other Persons as through authorized agents pursuant to its identity Constitutional Documents; (without limiting the generality of the foregoingb) allocate fairly and reasonably any shared expenses, all oral and written communications including overhead for shared office space or common employees (if any); (c) use separate stationery, invoices and checks bearing its own name; (d) prepare and maintain its own full and complete books, accounting records (including lettersbooks of account and payroll, invoicesif any) and other documents and records, purchase ordersin each case which are separate and apart from the books, contractsaccounting records and other documents and records of the Sponsor or any Affiliate thereof (other than the other Obligor); (e) maintain separate bank accounts in its own name or otherwise pursuant to the Finance Documents and make all investments by or on behalf of an Obligor solely in its name except as otherwise provided by the Finance Documents; (f) separate its property and not allow funds or other assets to be commingled with the funds and other assets of, statementsheld by, and applications shall be made solely or registered in the name of such Borrower, as applicable, if related to such Borrowerthe Sponsor or any Affiliate thereof (other than the other Obligor), and maintain its assets in such a manner that it is not costly or difficult to correct any known misunderstanding regarding its separate identityidentify or ascertain such assets, all except to the extent otherwise provided by the Finance Documents; (ivg) provide not hold itself out as being liable for the payment debts of its own operating expenses and liabilities from its own funds the Sponsor or any Affiliate thereof (other than the other Obligor) and not guarantee the funds debts of the Sponsor or any Affiliate thereof (other Personthan the other Obligor) except as permitted by the Finance Documents; (vh) not acquire or assume obligations or securities of, or make loans or advances to, any of its Affiliates except as required under the Finance Documents; (i) maintain separate financial statements, showing its assets, funds, assets and transactions, including its bank accounts, liabilities separate and apart from those of any other Person, and reflect such not have its assets and transactions in financial statements and books and records that are separate from those listed on the balance sheet of any other Person; provided that such Obligor may also report its financial statements on a consolidated or combined basis with one or more of its Affiliates in accordance with GAAP so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Obligors from such Affiliate(s) and to disclose the separate nature of the Obligors’ Indebtedness; (vij) prepare and file its own tax returns separate from those of any other Person (except to the extent that such Borrower the Obligor is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (viik) not hold itself pay its own liabilities and expenses out to be responsible for or have of its credit or own assets available to satisfy (except as provided under the debts or obligations of any other Person, except to the extent permitted under this AgreementFinance Documents); (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (xl) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and capitalization in light of its contemplated business operationsand obligations; (xim) pay the salaries of hold itself out to third parties as a legal entity, separate and distinct and independent from any other entity, conduct its own employeesbusiness solely under its name and correct any known misunderstanding as to the separateness of the Obligors from any other Person; and and (xiin) allocate fairly have and reasonably any overhead for office space shared maintain Constitutional Documents which comply with any Affiliatethe requirements of this Section 12.24 (Separateness), provided that no limitation in this Section 12.24 (Separateness) shall apply to the Obligors as among one another.

Separateness. Each The Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (vA) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements records and books and records that are of account separate from those of any other Person; (viB) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person (Person, except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and it is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable LawApplicable Laws; (viiI) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; (J) not hold itself out enter into any transaction with an Affiliate except on commercially reasonable terms similar to be responsible for or have its credit or assets those available to satisfy unaffiliated parties in an arm's-length transaction (it being acknowledged by the debts Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or obligations division of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employees; and (xiiM) allocate fairly and reasonably not buy, or hold any overhead for office space shared with evidence of, Financial Indebtedness of any AffiliateAffiliate except as expressly contemplated by the Transaction Documents.

Separateness. Each The Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate acknowledges that each Agent and distinct existence; (ii) have the Lender Parties are entering into this Agreement in reliance upon each Relevant Party’s identity as a board of directors, board of managers, or similar management body legal entity that is separate from that or those of any other Person. Therefore, provided from and after the Closing Date, the Borrower shall take all reasonable steps to maintain each Relevant Party’s identity as a separate legal entity from each other Person and to make it manifest to third parties that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without Relevant Parties are separate legal entities. Without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statementsthe Borrower agrees that it shall not, and applications shall not permit any Subsidiary to: (a) fail to hold all of its assets in its own name; (b) except for payments made to a General Account governed by the terms of the Management Agreement, commingle its assets with the assets of any of its members, Affiliates, principals or any other Person; (c) fail to maintain books, records and agreements as official records and separate from those of the members, principals and Affiliates or any other Person; (d) fail to maintain its bank accounts separate from the members, principals and Affiliates of any other Person; (e) other than the Transaction Documents and as otherwise expressly permitted by Section 7.16, enter into any Affiliate Transaction; (f) fail to maintain separate Financial Statements from those of its general partners, members, principals, Affiliates or any other Person; provided, however, that the Relevant Parties financial position, assets, liabilities, net worth and operating results may be included in the consolidated Financial Statements of Sponsor, provided that (i) appropriate notation shall be made solely in on such consolidated Financial Statements to indicate the name separateness of such Borrowereach Relevant Party and the Sponsor, as applicable, if related to such Borrower, indicate that the Sponsor and each Relevant Party maintain separate books and records and to indicate that none of the Relevant Parties’ Assets and credit are not available to satisfy the debts and other obligations of the Sponsor or any other Person and (ii) such Assets and liabilities shall be listed on each Relevant Party’s own separate balance sheet; (g) fail to promptly correct any known or suspected misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (vh) maintain its assetsAssets in such a manner that it will be costly or difficult to segregate, funds, and transactions, including ascertain or identify its bank accounts, separate from those of any other Person, and reflect such individual assets and transactions in financial statements and books and records that are separate from those of any other Person; (vii) file its own tax returns separate from those guarantee or become obligated, or hold itself as responsible, for the debts of any other Person (Person, except to under any Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; [***] Confidential treatment has been requested for the extent that such Borrower is treated as a “disregarded entity” for tax purposes bracketed portions. The confidential redacted portion has been omitted and is not required to file tax returns under applicable law) filed separately with the Securities and pay any taxes required to be paid under applicable Law;Exchange Commission. (viij) not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of any other Person, except to the extent permitted under this any Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; (viiik) not make any loans or advances to any third party, including any member, principal or Affiliate of the Borrower, or any member, principal or Affiliate thereof, except as expressly permitted by the Loan Documents; (l) pledge its assets for the benefit of any other Person, except to the extent as expressly permitted under this Agreementthe Loan Documents; (ixm) not acquire Equity Interests identify itself or hold itself out as a division of any other Person or conduct any business in any Person that is a direct or indirect parent of such Borroweranother name; (xn) fail to maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its current and contemplated business operations; (xio) fail to act solely in its own limited liability company name and not of any other Person, any of its officers or any of their respective Affiliates, and fail to at all times use its own stationery, invoices and checks separate from those of any other Person, any of its officers or any of their respective Affiliates; (p) acquire obligations or securities of its members, shareholders of other Affiliates, as applicable; (q) take any action that knowingly shall cause any Relevant Party to become insolvent; (r) fail to keep minutes of the actions of the member of any Relevant Party and observe all limited liability company and other organizational formalities; (s) fail to cause its members, managers, directors, officers, agents and other representatives to act at all times with respect to each Relevant Party consistently and in furtherance of the foregoing and in the best interests of each Relevant Party; (t) fail to pay the salaries its own liabilities and expenses (including, as applicable, shared personnel and overhead expenses) only out of its own employeesfunds, except as otherwise expressly provided by the Loan Documents in respect of the Wholly Owned Opcos; andor (xiiu) allocate fairly and reasonably fail at any overhead for office space shared with any Affiliatetime to have an independent director of Borrower or Pledgor (as defined in the applicable limited liability company agreement of the Borrower or Pledgor, as applicable).

Separateness. Each The Borrower shall: shall at all times (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (va) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; Person and otherwise ensure that the records and books of the Borrower reflect the separate existence of the Borrower and its assets, (vib) file separately identify and segregate its own tax returns separate funds and assets from those of any other Person and shall not commingle its funds or assets with those of any other Person (except for the avoidance of doubt, the Borrower’s use of third party cash management systems or lockbox arrangements shall not constitute commingling of the Borrower’s funds or assets), (c) hold its assets in its own name, (d) engage in transactions and conduct all business activities in its own name and present itself to the extent public as a company separate from its Member, Subsidiaries and all other Persons (including by using its own signage, distinct stationery for written communications and distinct logos), (e) maintain its financial statements, accounting records, and other entity documents separate from any other Person and shall issue and approve its own separate financial statements annually and shall ensure that the Borrower’s books and records reflect the Borrower’s transactions, provided, however, the financial position, assets, liabilities, net worth and operating results of the Borrower may be included in the consolidated financial statements of its Affiliates, provided that such consolidated financial statements contain a footnote indicating that the Borrower is treated a separate legal entity, and that it maintains separate books and records and that it has separate assets and liabilities, (f) pay its own obligations and liabilities out of its funds and assets and shall not permit other Persons (other than the Servicer acting solely as a “disregarded entity” for tax purposes and is not required agent of the Borrower in accordance with the Servicing Agreement) to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; the Borrower’s liabilities or obligations, (viig) not engage in any transaction with any Affiliate involving any intent to defraud any Person, (h) except as provided in the Servicing Agreement, maintain an arm’s-length relationship with and not be or become operationally dependent on any Affiliate, (i) not assume or guaranty or become obligated for the debts of any other Person and not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of any other Person, (j) not acquire the debt or securities of the Member or any of the direct or indirect owners of the Borrower or the Borrower’s Affiliates, (k) allocate fairly and reasonably any shared expenses including, without limitation, shared office space and shall use separate and distinct stationery, invoices and checks, (l) except to the extent as otherwise expressly permitted under by this Agreement; (viii) , not pledge its assets for the benefit of any other Person, (m) hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person, (n) not make loans to any Person (except for de minimus cash advances to Managers, officers and/or employees for travel and other ordinary course expenses), (o) not enter into or be a party to, any transaction with the Member or any Affiliate of the Borrower except in the ordinary course of its business and on terms that are fair and no less favorable to the extent permitted under this Agreement; Borrower than those terms that would be obtained in a comparable arm’s-length transaction with an unrelated third party, (ixp) not acquire Equity Interests in promptly correct any Person that is a direct or indirect parent known misunderstanding regarding the separate existence and identity of such the Borrower; , (xq) compensate its employees, if any, from its own funds for services provided to it, (r) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and capitalization in light of its contemplated business and operations; , (xis) pay take all appropriate action necessary to maintain its existence as a limited liability company in good standing under the salaries laws of the State of Delaware, (t) observe strictly all limited liability company, organizational and procedural matters and formalities required by this Agreement and by applicable law (including the Delaware Limited Liability Company Act), as the case may be, and keep accurate and proper books and records of account, (u) ensure that its funds will be clearly traceable at each step in any financial transaction, (v) ensure that decisions with respect to its business and daily operations have been duly authorized in accordance with the Borrower LLC Agreement, (w) hold any meetings of its own employees; and Managers and/or its Member separately from those of any other Person, (xiix) allocate fairly ensure that the Borrower’s officers and reasonably any overhead Managers do not, in such capacities, act on behalf of other Persons and (y) observe, follow and ensure the accuracy of the factual assumptions set forth in the non-consolidation opinion of H▇▇▇▇▇ & B▇▇▇▇, LLP dated on or about the Funding Date and referred to in Section 3.2(h). *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for office space shared with any Affiliateconfidential treatment.

Separateness. Each Borrower shallObligor shall at all times: (a) observe all applicable entity procedures necessary to maintain its separate existence and formalities, including: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existencemaintaining minutes or records of meetings of the members and/or managers of the Obligor; (ii) have a board acting on behalf of directors, board itself only pursuant to due authorization of the members and/or managers, including, when applicable, any independent managers or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals;members; and (iii) conduct conducting its own business solely in its own name and in a manner not misleading to other Persons as through authorized agents pursuant to its identity Constitutional Documents; (without limiting the generality of the foregoingb) allocate fairly and reasonably any shared expenses, all oral and written communications including overhead for shared office space or common employees (if any); (c) use separate stationery, invoices and checks bearing its own name; (d) prepare and maintain its own full and complete books, accounting records (including lettersbooks of account and payroll, invoicesif any) and other documents and records, purchase ordersin each case which are separate and apart from the books, contractsaccounting records and other documents and records of the Sponsor or any Affiliate thereof (other than the other Obligor); (e) maintain separate bank accounts in its own name or otherwise pursuant to the Finance Documents and make all investments by or on behalf of an Obligor solely in its name except as otherwise provided by the Finance Documents; (f) separate its property and not allow funds or other assets to be commingled with the funds and other assets of, statementsheld by, and applications shall be made solely or registered in the name of such Borrower, as applicable, if related to such Borrowerthe Sponsor or any Affiliate thereof (other than the other Obligor), and maintain its assets in such a manner that it is not costly or difficult to correct any known misunderstanding regarding its separate identityidentify or ascertain such assets, all except to the extent otherwise provided by the Finance Documents; (ivg) provide not hold itself out as being liable for the payment debts of its own operating expenses and liabilities from its own funds the Sponsor or any Affiliate thereof (other than the other Obligor) and not guarantee the funds debts of the Sponsor or any Affiliate thereof (other Personthan the other Obligor) except as permitted by the Finance Documents; (vh) not acquire or assume obligations or securities of, or make loans or advances to, any of its Affiliates except as required under the Finance Documents; (i) maintain separate financial statements, showing its assets, funds, assets and transactions, including its bank accounts, liabilities separate and apart from those of any other Person, and reflect such not have its assets and transactions in financial statements and books and records that are separate from those listed on the balance sheet of any other Person; provided that such Obligor may also report its financial statements on a consolidated or combined basis with one or more of its Affiliates in accordance with GAAP so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Obligors from such Affiliate(s) and to disclose the separate nature of the Obligors’ Indebtedness; (vij) prepare and file its own tax returns separate from those of any other Person (except to the extent that such Borrower the Obligor is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (viik) not hold itself pay its own liabilities and expenses out to be responsible for or have of its credit or own assets available to satisfy (except as provided under the debts or obligations of any other Person, except to the extent permitted under this AgreementFinance Documents); (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (xl) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and capitalization in light of its contemplated business operationsand obligations; (xim) pay the salaries of hold itself out to third parties as a legal entity, separate and distinct and independent from any other entity, conduct its own employeesbusiness solely under its name and correct any known misunderstanding as to the separateness of the Obligors from any other Person; and (xiin) allocate fairly have and reasonably any overhead for office space shared maintain Constitutional Documents which comply with any Affiliatethe requirements of this Section 12.24 (Separateness), provided that no limitation in this Section 12.24 (Separateness) shall apply to the Obligors as among one another.

Separateness. Each The Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (vA) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements records and books and records that are of account separate from those of any other Person; (viB) pay its own operating expenses and liabilities from its own funds; (C) not hold itself as being liable for the debts of any other Person, pledge its assets to secure the obligations of any other Person (other than the Existing Security and the Security), guarantee any obligation of any Person or become obligated for the debts of any other Person or hold out its credit or assets as being available to pay the obligations of any other Person; (D) keep its assets and liabilities (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) separate from those of all other Persons and not commingle its assets (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security) with the assets of any other Person; (E) maintain bank accounts separate from any other Person (other than in accordance with the Servicing and Cash Management Agreement and subject to the Existing Security); (F) to the extent required under GAAP, ensure that any consolidated financial statements including the Borrower, if any, have notes to the effect that the Borrower is a separate entity whose creditors have a claim on its assets prior to those assets becoming available to its equity holders; (G) at all times hold itself out to the public and all other Persons as a company separate from all other Persons; (H) file its own tax returns separate from those of any other Person (Person, except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and it is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable LawApplicable Laws; (viiI) conduct its business in its own name and comply with all organisational formalities necessary to maintain its separate existence; EUI-1201462749v32 44 (J) not hold itself out enter into any transaction with an Affiliate except on commercially reasonable terms similar to be responsible for or have its credit or assets those available to satisfy unaffiliated parties in an arm's-length transaction (it being acknowledged by the debts Parties hereto that the Transaction Documents are on such terms); (K) use separate invoices bearing its own name; (L) correct any known misunderstanding regarding its separate identity and not identify itself as a department or obligations division of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employees; and (xiiM) allocate fairly and reasonably not buy, or hold any overhead for office space shared with evidence of, Financial Indebtedness of any AffiliateAffiliate except as expressly contemplated by the Transaction Documents.

Separateness. Each Borrower shallObligor shall at all times: (a) observe all applicable entity procedures necessary to maintain its separate existence and formalities, including: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existencemaintaining minutes or records of meetings of the members and/or managers of the Obligor; (ii) have a board acting on behalf of directors, board itself only pursuant to due authorization of the members and/or managers, including, when applicable, any independent managers or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals;members; and (iii) conduct conducting its own business solely in its own name and in a manner not misleading to other Persons as through authorized agents pursuant to its identity Constitutional Documents; (without limiting the generality of the foregoingb) allocate fairly and reasonably any shared expenses, all oral and written communications including overhead for shared office space or common employees (if any); (c) use separate stationery, invoices and checks bearing its own name; (d) prepare and maintain its own full and complete books, accounting records (including lettersbooks of account and payroll, invoicesif any) and other documents and records, purchase ordersin each case which are separate and apart from the books, contractsaccounting records and other documents and records of the Sponsor or any Affiliate thereof (other than any other Obligor); (e) maintain separate bank accounts in its own name or otherwise pursuant to the Finance Documents and make all investments by or on behalf of an Obligor solely in its name except as otherwise provided by the Finance Documents; (f) separate its property and not allow funds or other assets to be commingled with the funds and other assets of, statementsheld by, and applications shall be made solely or registered in the name of such Borrower, as applicable, if related to such Borrowerthe Sponsor or any Affiliate thereof (other than any other Obligor), and maintain its assets in such a manner that it is not costly or difficult to correct any known misunderstanding regarding its separate identityidentify or ascertain such assets, all except to the extent otherwise provided by the Finance Documents; (ivg) provide not hold itself out as being liable for the payment debts of its own operating expenses and liabilities from its own funds the Sponsor or any Affiliate thereof (other than any other Obligor) and not guarantee the funds debts of the Sponsor or any Affiliate thereof (other than any other PersonObligor) except as permitted by the Finance Documents; (vh) not acquire or assume obligations or securities of, or make loans or advances to, any of its Affiliates except as required under the Finance Documents; (i) maintain separate financial statements, showing its assets, funds, assets and transactions, including its bank accounts, liabilities separate and apart from those of any other Person, and reflect such not have its assets and transactions in financial statements and books and records that are separate from those listed on the balance sheet of any other Person; provided that, such Obligor may also report its financial statements on a consolidated or combined basis with one or more of its Affiliates in accordance with GAAP so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Obligors from such Affiliate(s) and to disclose the separate nature of the Obligors’ Indebtedness; (vij) prepare and file its own tax returns separate from those of any other Person (except to the extent that such Borrower the Obligor is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (viik) not hold itself pay its own liabilities and expenses out to be responsible for or have of its credit or own assets available to satisfy (except as provided under the debts or obligations of any other Person, except to the extent permitted under this AgreementFinance Documents); (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (xl) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and capitalization in light of its contemplated business operationsand obligations; (xim) pay the salaries of hold itself out to third parties as a legal entity, separate and distinct and independent from any other entity, conduct its own employeesbusiness solely under its name and correct any known misunderstanding as to the separateness of the Obligors from any other Person; and (xiin) allocate fairly have and reasonably any overhead for office space shared maintain Constitutional Documents which comply with any Affiliatethe requirements of this Section 12.24 (Separateness), provided that, no limitation in this Section 12.24 (Separateness) shall apply to the Obligors as among one another.

Separateness. Each Borrower shallThe JV, the LP Committee and the General Partner (solely in such capacity) shall use reasonable best efforts to do or cause to be done all things reasonably necessary to cause the JV and its Subsidiaries to comply with each of the following: (a) preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; (b) maintain its own separate books and records and bank accounts; (c) at all times hold itself out to the public and all other Persons as a legal entity separate from the Keurig Partners and any other Person (although, in any case, it may be identified and operate as a subsidiary or affiliate of the Keurig Partners); (d) file its own Tax Returns, if any, as may be required under applicable law, to the extent (i) not part of a consolidated group filing a consolidated return or returns or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under the Applicable Law; (e) not commingle its assets with the assets of any other Person (other than ordinary course sharing arrangements on an arm’s-length basis); (f) conduct its business in its own name and strictly comply with all organizational formalities necessary to maintain its separate existence (although, in any case, it may be identified and distinct existenceoperate as a subsidiary or affiliate of the Keurig Partners); (iig) have a board of directors, board of managerspay, or similar management body that is separate from that or those cause to be paid, its own liabilities only out of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individualsits own funds; (iiih) conduct not hold out its business solely credit or assets as being available to satisfy the obligations of others (other than any guarantees, termination, cross-default and similar provisions in its own name and in a manner not misleading to other Persons as to its identity ordinary course agreements on arm’s length terms); and (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to i) correct any known misunderstanding regarding its separate identity; (iv) provide for . Failure of the payment JV, or the LP Committee and the General Partner on behalf of its own operating expenses and liabilities from its own funds and not the funds JV, to comply with any of the foregoing covenants or any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those covenants contained in this Agreement shall not affect the status of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated JV as a “disregarded separate legal entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy . For the debts or obligations avoidance of any other Persondoubt, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests nothing in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employees; and (xii) allocate fairly and reasonably any overhead for office space shared with any Affiliate.this

Separateness. Each The Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate acknowledges that each Agent and distinct existence; (ii) have the Lender Parties are entering into this Agreement in reliance upon each Relevant Party’s identity as a board of directors, board of managers, or similar management body legal entity that is separate from that or those of any other Person. Therefore, provided from and after the Closing Date, the Borrower shall take all reasonable steps to maintain each Relevant Party’s identity as a separate legal entity from each other Person and to make it manifest to third parties that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without Relevant Parties are separate legal entities. Without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statementsthe Borrower agrees that it shall not, and applications shall not permit any Subsidiary to: (a) fail to hold all of its assets in its own name; (b) except for payments made to a General Account governed by the terms of the Management Agreement, commingle its assets with the assets of any of its members, Affiliates, principals or any other Person; (c) fail to maintain books, records and agreements as official records and separate from those of the members, principals and Affiliates or any other Person; (d) fail to maintain its bank accounts separate from the members, principals and Affiliates of any other Person; (e) other than the Transaction Documents and as otherwise expressly permitted by Section 7.16, enter into any Affiliate Transaction; (f) fail to maintain separate Financial Statements from those of its general partners, members, principals, Affiliates or any other Person; provided, however, that the Relevant Parties’ financial position, assets, liabilities, net worth and operating results may be included in the consolidated Financial Statements of Sponsor, provided that (i) appropriate notation shall be made solely in on such consolidated Financial Statements to indicate the name separateness of such Borrowereach Relevant Party and the Sponsor, as applicable, if related to such Borrower, indicate that the Sponsor and each Relevant Party maintain separate books and records and to indicate that none of the Relevant Parties’ Assets and credit are available to satisfy the debts and other obligations of the Sponsor or any other Person and (ii) such Assets and liabilities shall be listed on each Relevant Party’s own separate balance sheet; (g) fail to promptly correct any known or suspected misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (vh) maintain its assetsAssets in such a manner that it will be costly or difficult to segregate, funds, and transactions, including ascertain or identify its bank accounts, separate from those of any other Person, and reflect such individual assets and transactions in financial statements and books and records that are separate from those of any other Person; (vii) file its own tax returns separate from those guarantee or become obligated, or hold itself as responsible, for the debts of any other Person (Person, except to under any Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; [***] Confidential treatment has been requested for the extent that such Borrower is treated as a “disregarded entity” for tax purposes bracketed portions. The confidential redacted portion has been omitted and is not required to file tax returns under applicable law) filed separately with the Securities and pay any taxes required to be paid under applicable Law;Exchange Commission. (viij) not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of any other Person, except to the extent permitted under this any Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; (viiik) not make any loans or advances to any third party, including any member, principal or Affiliate of the Borrower, or any member, principal or Affiliate thereof, except as expressly permitted by the Loan Documents; (l) pledge its assets for the benefit of any other Person, except to the extent as expressly permitted under this Agreementthe Loan Documents; (ixm) not acquire Equity Interests identify itself or hold itself out as a division of any other Person or conduct any business in any Person that is a direct or indirect parent of such Borroweranother name; (xn) fail to maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its current and contemplated business operations; (xio) fail to (i) act solely in its own limited liability company name and not of any other Person, any of its officers or any of their respective Affiliates, or (ii) at all times use its own stationery, invoices and checks separate from those of any other Person, any of its officers or any of their respective Affiliates; (p) acquire obligations or securities of its members, shareholders of other Affiliates, as applicable; (q) take any action that knowingly shall cause any Relevant Party to become insolvent; (r) fail to keep minutes of the actions of the member of any Relevant Party and observe all limited liability company and other organizational formalities; (s) fail to cause its members, managers, directors, officers, agents and other representatives to act at all times with respect to each Relevant Party consistently and in furtherance of the foregoing and in the best interests of each Relevant Party; (t) fail to pay the salaries its own liabilities and expenses (including, as applicable, shared personnel and overhead expenses) only out of its own employeesfunds, except as otherwise expressly provided by the Loan Documents in respect of the Wholly Owned Opcos; andor (xiiu) allocate fairly fail at any time to have an independent director of Borrower or Pledgor (as defined in the applicable limited liability company agreement of the Borrower or Pledgor, as applicable). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and reasonably any overhead for office space shared filed separately with any Affiliatethe Securities and Exchange Commission.

Separateness. Each Borrower The Company and the Subsidiaries shall, at all times: (ia) strictly comply with all organizational formalities necessary to maintain its separate books and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is records separate from that or those of any other Person, provided that the Persons who serve on such board of directorsand, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, maintain their own bank accounts in their own names; (b) hold themselves out to the public and all oral other Persons as legal entities separate from any Member and written communications other Person; (if any), including letters, invoices, purchase orders, contracts, statementsc) file their own tax returns as may be required under applicable law to the extent (1) not part of a consolidated group filing a consolidated return or (2) not treated as a division for tax purposes of another taxpayer, and applications pay any taxes so required to be paid under applicable law; (d) not commingle assets with those of any other Person, including, without limitation, any of their Members; (e) conduct their respective businesses in their respective names and strictly comply with all organizational formalities to maintain their separate existence; (f) maintain and periodically prepare separate financial statements and not consolidate their financial statements with any other Person for any purpose; provided, however, that the Company’s assets may be included in a consolidated financial statement with its Affiliates provided that appropriate notation shall be made solely in such consolidated financial statements to indicate the name separateness of such Borrower, the Company and its Affiliates and to indicate that the Company’s assets and credit are not available to satisfy the debts and other obligations of its Affiliates. (g) pay their own liabilities out of their own funds and not hold out the credit or assets of any other Person as applicablebeing able to satisfy the obligations of the Company or the Subsidiaries; (h) observe all formalities required by the Delaware Act and their organizational documents and operating agreements; (i) maintain an “arms-length relationship” with their Affiliates; (j) pay the salaries of their own employees, if related any; (k) not hold out their credit or assets as being available to such Borrowersatisfy the obligations of others; (l) to the extent that they share office space with their Members or Affiliates and pay toward the overhead cost, allocate fairly and reasonably, based on fair market value, any overhead and expense for shared office space; (m) use separate invoices, bank accounts and checks; (n) not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent, with any Affiliate, and to not pledge any of their assets for the benefit of any Affiliate; (o) correct any known misunderstanding regarding its their separate identity; (ivp) provide for not make any loans or advances to any third party other than in the payment of its own operating expenses and liabilities from its own funds ordinary course and not acquire the funds securities of any Member; (q) maintain their assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify their individual asset or assets, as the case may be, from those of any Affiliate or any other Person; (vr) maintain its assets, funds, and transactions, including its bank accounts, separate from those of not engage in any business or own any assets other Person, and reflect such assets and transactions than as provided in financial statements and books and records that are separate from those of any other PersonSection 2.05; (vis) file its own tax returns separate from those of direct any other Person (except agent acting on their behalf to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employeesas acting on their behalf; and (xiit) allocate fairly and reasonably otherwise hold themselves out as separate legal entities. The provisions of this Section 2.06 shall not be revised or amended until the Acquisition Financing shall have been repaid or except as required by any overhead for office space shared with any Affiliatelender thereof.

Separateness. Each Borrower shallSeller acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each of the Originators and their respective other Affiliates (each, a “Related Entity”). Seller will: (i) maintain its books and records and bank accounts separate from those of any other Related Entity; (ii) at all times hold itself out to the public and all other Persons as a legal entity separate from its member and any other Person; (iii) have a board of directors separate from that of its member and any other Person; (iv) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (v) except as contemplated herein or in any other Transaction Document, not commingle its assets with assets of any other Person; (vi) conduct its business in its own name and strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (iivii) have a board maintain separate financial statements; (viii) pay its own liabilities only out of directorsits own funds; (ix) maintain an arm’s length relationship with each other Related Entity; (x) pay the salaries of its own employees, board if any; (xi) not hold out its credit or assets as being available to satisfy the obligations of managersothers; (xii) allocate fairly and reasonably with other Persons any overhead for shared office space; (xiii) except as contemplated herein or in any other Transaction Document, use separate stationery, invoices and checks; (xiv) except as contemplated herein or similar management body that is separate from that or those in any other Transaction Document, not pledge its assets for the benefit of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iiixv) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (xxvi) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (xixvii) pay the salaries cause its Board of Directors to keep minutes of any meetings and actions and observe all other Delaware limited liability company formalities; (xviii) not acquire any securities of its member; (xix) act solely in its own employeesname and through its own authorized managers, directors, members, officers and agents, except as expressly permitted under the Transaction Documents; and (xiixx) allocate fairly cause its directors, officers, agents and reasonably any overhead for office space shared other representatives to act at all times with any Affiliaterespect to Seller consistently and in furtherance of the foregoing and in the best interests of Seller.

Separateness. Each Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate of Seller Parties acknowledges that the Administrative Agent and distinct existence; (ii) have the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a board of directors, board of managers, or similar management body legal entity that is separate from that or those of any the Originator and their respective other PersonAffiliates (each, provided that the Persons who serve on such board of directorsa “Related Entity”). In furtherance thereof, board of managers, or similar management body need not be different individuals; Seller hereby agrees to: (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (vi) maintain its assets, funds, books and transactions, including its records and bank accounts, accounts separate from those of any other PersonRelated Entity; provided, however, that the Originator may maintain its Collection Accounts and reflect such assets Lock-Boxes for the benefit of Seller; (ii) at all times hold itself out to the public and transactions in financial statements and books and records that are all other Persons as a legal entity separate from those of its member and any other Person; ; (viiii) have a board of directors separate from that of its member and any other Person; (iv) file its own tax returns separate from those of any other Person (except returns, if any, as may be required under applicable Law, to the extent that such Borrower is (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a “disregarded entity” division for tax purposes and is not required to file tax returns under applicable law) of another taxpayer, and pay any taxes so required to be paid under applicable Law; ; (v) except as contemplated herein or in any other Transaction Document, not commingle its assets with assets of any other Person; (vi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (vii) maintain separate financial statements; (viii) pay its own liabilities only out of its own funds; (ix) maintain an arm’s length relationship with each other Related Entity; (x) pay the salaries of its own employees, if any; (xi) not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of others; (xii) allocate fairly and reasonably with other Persons any overhead for shared office space; (xiii) except as contemplated herein or in any other PersonTransaction Document, use separate stationery, invoices and checks; (xiv) except to the extent permitted under this Agreement; (viii) as contemplated herein or in any other Transaction Document, not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; ; (ixxv) not acquire Equity Interests in correct any Person that is a direct or indirect parent of such Borrower; known misunderstanding regarding its separate identity; (xxvi) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; purpose, transactions and liabilities; (xixvii) pay the salaries cause its board of directors to keep minutes of any meetings (if applicable) and actions and observe all other Delaware limited liability company formalities; (xviii) not acquire any securities of its member; (xix) act solely in its own employeesname and through its own authorized managers, directors, members, officers and agents, except as expressly permitted under the Transaction Documents; and and (xiixx) allocate fairly cause its directors, officers, agents and reasonably any overhead for office space shared other representatives to act at all times with any Affiliaterespect to Seller consistently and in furtherance of the foregoing and in the best interests of Seller.

Separateness. Each The Borrower shall: shall at all times (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (va) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; Person and otherwise ensure that the records and books of the Borrower reflect the separate existence of the Borrower and its assets, (vib) file separately identify and segregate its own tax returns separate funds and assets from those of any other Person and shall not commingle its funds or assets with those of any other Person (except for the avoidance of doubt, the Borrower’s use of third party cash management systems or lockbox arrangements shall not constitute commingling of the Borrower’s funds or assets), (c) hold its assets in its own name, (d) engage in transactions and conduct all business activities in its own name and present itself to the extent public as a company separate from its Member, Subsidiaries and all other Persons (including by using its own signage, distinct stationery for written communications and distinct logos), (e) maintain its financial statements, accounting records, and other entity documents separate from any other Person and shall issue and approve its own separate financial statements annually and shall ensure that the Borrower’s books and records reflect the Borrower’s transactions, provided, however, the financial position, assets, liabilities, net worth and operating results of the Borrower may be included in the consolidated financial statements of its Affiliates, provided that such consolidated financial statements contain a footnote indicating that the Borrower is treated a separate legal entity, and that it maintains separate books and records and that it has separate assets and liabilities, (f) pay its own obligations and liabilities out of its funds and assets and shall not permit other Persons (other than the Servicer acting solely as a “disregarded entity” for tax purposes and is not required agent of the Borrower in accordance with the Servicing Agreement) to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; the Borrower’s liabilities or obligations, (viig) not engage in any transaction with any Affiliate involving any intent to defraud any Person, (h) except as provided in the Servicing Agreement, maintain an arm’s-length relationship with and not be or become operationally dependent on any Affiliate, (i) not assume or guaranty or become obligated for the debts of any other Person and not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of any other Person, (j) not acquire the debt or securities of the Member or any of the direct or indirect owners of the Borrower or the Borrower’s Affiliates, (k) allocate fairly and reasonably any shared expenses including, without limitation, shared office space and shall use separate and distinct stationery, invoices and checks, (l) except to the extent as otherwise expressly permitted under by this Agreement; (viii) , not pledge its assets for the benefit of any other Person, (m) hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person, (n) not make loans to any Person (except for de minimus cash advances to Managers, officers and/or employees for travel and other ordinary course expenses), (o) not enter into or be a party to, any transaction with the Member or any Affiliate of the Borrower except in the ordinary course of its business and on terms that are fair and no less favorable to the extent permitted under this Agreement; Borrower than those terms that would be obtained in a comparable arm’s-length transaction with an unrelated third party, (ixp) not acquire Equity Interests in promptly correct any Person that is a direct or indirect parent known misunderstanding regarding the separate existence and identity of such the Borrower; , (xq) compensate its employees, if any, from its own funds for services provided to it, (r) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and capitalization in light of its contemplated business and operations; , (xis) pay take all appropriate action necessary to maintain its existence as a limited liability company in good standing under the salaries laws of the State of Delaware, (t) observe strictly all limited liability company, organizational and procedural matters and formalities required by this Agreement and by applicable law (including the Delaware *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. Limited Liability Company Act), as the case may be, and keep accurate and proper books and records of account, (u) ensure that its funds will be clearly traceable at each step in any financial transaction, (v) ensure that decisions with respect to its business and daily operations have been duly authorized in accordance with the Borrower LLC Agreement, (w) hold any meetings of its own employees; and Managers and/or its Member separately from those of any other Person, (xiix) allocate fairly ensure that the Borrower’s officers and reasonably any overhead for office space shared with any AffiliateManagers do not, in such capacities, act on behalf of other Persons and (y) observe, follow and ensure the accuracy of the factual assumptions set forth in the non-consolidation opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP dated on or about the Funding Date and referred to in Section 3.2(h).

Separateness. Each The Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have acknowledges that the Lenders are entering into this Agreement in reliance upon the Borrower's identity as a board of directors, board of managers, or similar management body legal entity that is separate from that or those of any other Person. Therefore, provided from and after the date of this Agreement, the Borrower shall take all reasonable steps, including without limitation, all steps that the Persons who serve on such board of directorsRequired Lenders may from time to time reasonably request, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name to maintain the Borrower's identity as a separate legal entity and in to make it manifest to third parties that the Borrower is a manner not misleading to other Persons as to its identity (without separate legal entity. Without limiting the generality of the foregoing, all oral the Borrower agrees that it has not and written communications shall not (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely except as otherwise provided in the name Credit Documents): (a) fail to maintain its limited liability company existence and make independent decisions with respect to its daily operations and business affairs and, other than decisions of such its member pursuant to the terms of the limited liability company agreement of the Borrower, as applicable, if related fail to not to be controlled in making such Borrower, and to correct decisions by any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of Affiliate thereof or any other Person; (vb) fail to file its own tax returns, if any, as may be required under applicable law, to the extent it is (i) not part of a consolidated group filing a consolidated return or returns, or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (c) to the extent necessary for the operation of its business, (i) fail to maintain an email address not used by any Affiliate thereof, or (ii) share a telephone number or facsimile number with any such Affiliate; (d) fail to pay its own liabilities only out of its own funds; provided, however, that the foregoing shall not require the member of the Borrower to make any additional capital contributions to the Borrower; (e) fail to compensate (either directly or through reimbursement of its allocable share of any shared expenses) all employees, consultants and agents, and Affiliates of the Borrower, to the LEGAL 4873-0998-8490v4881-9719-6460v.143 extent applicable, for services provided to the Borrower by such employees, consultants and agents or such Affiliates, in each case, from the Borrower's own funds; provided, however, that the foregoing shall not require the member of the Borrower to make any additional capital contributions to the Borrower; (f) either (i) make or declare any dividends or other distributions of cash or property to the holders of its equity securities or (ii) make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; (g) engage, either directly or indirectly, in any business or activity other than the acquisition, ownership, financing and disposition of the Receivables in accordance with the Credit Documents and activities incidental thereto; (h) acquire or own any material asset other than the Collateral and proceeds thereof; (i) merge into or consolidate with any Person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case, to the extent permitted by law, the Administrative Agent's and the Required Lenders' consent; (j) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its formation, or without the prior written consent of the Administrative Agent and the Required Lenders, amend, modify, change, repeal, terminate or fail to comply with the provisions of the Borrower's certificate of formation, or its limited liability company agreement, as the case may be; (k) own any Subsidiary or make any investment in, any Person or entity without the consent of the Required Lenders; (l) commingle its assets with the assets of any of its general partners, members, Affiliates, principals or any other Person or entity; (m) incur any Indebtedness except the Obligations; (n) fail to remain Solvent; provided, that this provision shall not require the member of the Borrower to make additional capital contributions to the Borrower; (o) fail to maintain its assetsrecords, funds, books of account and transactions, including its bank accounts, separate and apart from those of the general partners, members, principals and Affiliates of the Borrower or the Affiliates of a general partner or member of the Borrower or any other Person; (p) except for the Credit Documents, and reflect such assets as otherwise expressly permitted by the Credit Documents, enter into any contract or agreement with any other Credit Party or any general partner, member, principal or Affiliate of any other Credit Party, except with the Required Lenders' consent and transactions in upon terms and conditions that are intrinsically fair and substantially LEGAL 4873-0998-8490v4881-9719-6460v.143 similar to those that would be available on an arms-length basis with third parties other than any general partner, member, principal or Affiliate of the Company, any other Credit Party, or any general partner, member, principal or Affiliate thereof or fail to maintain separate financial statements from those of its general partners, members, principles and books Affiliates; provided, however, that the Borrower's financial position, assets, liabilities, net worth and records operating results may be included in the consolidated financial statements of the Company and its Affiliates; provided, further, that such consolidated financial statements disclose that the Borrower is a separate legal entity and that its assets are not generally available to satisfy the claims of creditors of the Company and its Affiliates; (q) seek the dissolution or winding up, in whole or in part, of the Borrower or take any action that would cause the Borrower to become insolvent; (r) fail to take reasonable efforts to correct any misunderstanding known to the Borrower regarding the separate identity of the Borrower; (s) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (vit) file its own tax returns separate from those except as provided in the Credit Documents, assume or guaranty the debts of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not Person, hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not or otherwise pledge its assets for the benefit of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except to the extent permitted under this Agreement; (ixu) not acquire Equity Interests except as provided in the Credit Documents, make any Person that is a direct loans or indirect parent advances to any third party, including any general partner, member, principal or Affiliate of such the Borrower, or any general partner, member, principal or Affiliate thereof; (xv) fail either to hold itself out to the public as a legal entity separate and distinct from any other entity or Person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that the Borrower is responsible for the debts of any third party (including any general partner, member, principal or Affiliate of the Borrower, or any general partner, member, principal or Affiliate thereof); (w) fail to maintain adequate capital and a sufficient number of employees for the normal operations obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations to the extent there exists sufficient cash flow from Collections to do so after payment of the Obligations, and this provision shall not require the member of the Borrower to make additional capital contributions to the Borrower; (xix) pay file or consent to the salaries filing of its own employeesany petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; andLEGAL 4873-0998-8490v4881-9719-6460v.143 (xiiy) hold itself out as or be considered as a department or division (other than for tax purposes) of any general partner, principal, member or Affiliate of the Borrower or any other Person or entity; (z) fail to allocate fairly and reasonably any overhead for shared expenses (including, without limitation, shared office space shared with any and services performed by an employee of an Affiliate.) among the Persons sharing such expenses and to use separate stationery, invoices and checks; (aa) acquire obligations or securities of its partners, members, shareholders or other Affiliates, as applicable;

Separateness. Each The Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate acknowledges that each Agent and distinct existence; (ii) have the Lender Parties are entering into this Agreement in reliance upon each Relevant Party’s identity as a board of directors, board of managers, or similar management body legal entity that is separate from that or those of any other Person. Therefore, provided from and after the Closing Date, the Borrower shall take all reasonable steps to maintain each Relevant Party’s identity as a separate legal entity from each other Person and to make it manifest to third parties that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without Relevant Parties are separate legal entities. Without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statementsthe Borrower agrees that it shall not, and applications shall not permit any Subsidiary to: (a) fail to hold all of its assets in its own name; (b) except for payments made to a General Account governed by the terms of the Management Agreement, commingle its assets with the assets of any of its members, Affiliates, principals or any other Person; (c) fail to maintain books, records and agreements as official records and separate from those of the members, principals and Affiliates or any other Person; (d) fail to maintain its bank accounts separate from the members, principals and Affiliates of any other Person; (e) other than the Transaction Documents and as otherwise expressly permitted by Section 7.16, enter into any Affiliate Transaction; (f) fail to maintain separate Financial Statements from those of its general partners, members, principals, Affiliates or any other Person; provided, however, that the Relevant Parties financial position, assets, liabilities, net worth and operating results may be included in the consolidated Financial Statements of the Sponsor, provided that (i) appropriate notation shall be made solely in on such consolidated Financial Statements to indicate the name separateness of such Borrowereach Relevant Party and the Sponsor, as applicable, if related to such Borrower, indicate that the Sponsor and each Relevant Party maintain separate books and records and to indicate that none of the Relevant Parties’ Assets and credit are not available to satisfy the debts and other obligations of the Sponsor or any other Person and (ii) such Assets and liabilities shall be listed on each Relevant Party’s own separate balance sheet; (g) fail to promptly correct any known or suspected misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (vh) maintain its assetsAssets in such a manner that it will be costly or difficult to segregate, funds, and transactions, including ascertain or identify its bank accounts, separate from those of any other Person, and reflect such individual assets and transactions in financial statements and books and records that are separate from those of any other Person; (vii) file its own tax returns separate from those guarantee or become obligated, or hold itself as responsible, for the debts of any other Person (Person, except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes under any Holdco Guaranty and is not required to file tax returns under applicable law) Security Agreement or any Wholly Owned Opco Guaranty and pay any taxes required to be paid under applicable LawSecurity Agreement; (viij) not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of any other Person, except to the extent permitted under this any Holdco Guaranty and Security Agreement or any Wholly Owned Opco Guaranty and Security Agreement; (viiik) not make any loans or advances to any third party, including any member, principal or Affiliate of the Borrower, or any member, principal or Affiliate thereof, except as expressly permitted by the Loan Documents; (l) pledge its assets for the benefit of any other Person, except to the extent as expressly permitted under this Agreementthe Loan Documents; (ixm) not acquire Equity Interests identify itself or hold itself out as a division of any other Person or conduct any business in any Person that is a direct or indirect parent of such Borroweranother name; (xn) fail to maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its current and contemplated business operations; (xio) fail to act solely in its own limited liability company name and not of any other Person, any of its officers or any of their respective Affiliates, and at all times using its own stationery, invoices and checks separate from those of any other Person, any of its officers or any of their respective Affiliates; (p) acquire obligations or securities of its members, shareholders of other Affiliates, as applicable; (q) take any action that knowingly shall cause any Relevant Party to become insolvent; (r) fail to keep minutes of the actions of the member of any Relevant Party and observe all limited liability company and other organizational formalities; (s) fail to cause its members, managers, directors, officers, agents and other representatives to act at all times with respect to each Relevant Party consistently and in furtherance of the foregoing and in the best interests of each Relevant Party; (t) fail to pay the salaries its own liabilities and expenses (including, as applicable, shared personnel and overhead expenses) only out of its own employeesfunds, except as otherwise expressly provided by the Loan Documents in respect of the Wholly Owned Opcos; andor [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (xiiu) allocate fairly and reasonably fail at any overhead for office space shared with any Affiliatetime to have an independent director of the Borrower (as defined in the applicable limited liability company agreement of the Borrower).

Separateness. Each It (i) acknowledges that each of the Lenders is entering into the transactions contemplated by this Agreement in reliance upon its identity as a legal entity that is separate from the other Borrower Parties, (ii) shall take all steps specifically required by this Agreement or reasonably required by the Administrative Agent or any Lender to continue its identity as a separate legal entity and to make it apparent to third Persons that each Credit Party is an entity (or in the case of the Borrower, a partnership) with assets and liabilities distinct from those of the other Borrower Parties, and is not a division of such Persons and (iii) in furtherance of the foregoing, it shall: (ia) maintain its books and Records and bank accounts separate from those of any other Borrower Party; (b) at all times hold itself out to the public and all other Persons as a legal entity (or in the case of the Borrower, a partnership) separate from its member (if applicable) and any other Person; (c) file, or cause to be filed, tax returns, if any, for itself as may be required under Applicable Law, to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (d) except as contemplated herein or in any other Transaction Document:, pay its own liabilities only out of its own funds, not commingle the Borrower's assets with assets of any other Person; (e) not hold out its credit or assets as being available to satisfy the obligations of others and not guarantee any obligations of any other Person; (f) not pledge its assets to secure the obligations of any other Person; (g) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (iih) have a board of directors, board of managers, or similar management body that is maintain separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individualsfinancial statements for itself; (iiii) conduct its business solely in its own name not have any employees; (j) allocate fairly and in a manner not misleading to reasonably with other Persons as to any of its identity (without limiting the generality of the foregoing, all oral and written communications overheads for shared office space (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to ; (k) correct any known misunderstanding regarding its separate identity; (ivl) provide for ensure it does not engage in any business or activity and does not own any assets or property except as set forth in this Agreement and the payment other Transaction Documents, nor incur any indebtedness or liability other than any incurred pursuant to the Transaction Documents; (m) in the case of the Borrower, act solely in its own operating expenses name (including through the General Partner, as applicable), and liabilities cause all representatives of General Partner from time to time to act at all times with respect to it consistently and in furtherance of the foregoing and in its own funds best interests; (n) maintain its assets in a manner that facilitates their identification and segregation from those of the Affiliates of each Credit Party; and (o) not the funds to have it acquire any securities of any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employees; and (xii) allocate fairly and reasonably any overhead for office space shared with any Affiliate.

Separateness. Each Borrower shallThe Company shall at all times: (ia) strictly comply with all organizational formalities necessary to maintain its separate books and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is records separate from that or those of any other Person, provided that the Persons who serve on such board of directorsand, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, maintain its own bank accounts in its own name; (b) hold itself out to the public and all oral other Persons as a legal entity separate from any Member and written communications any other Person; (c) file its own tax returns as may be required under applicable Law to the extent (i) not part of a consolidated group filing a consolidated return or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable Law; (d) not commingle assets with those of any other Person, including, without limitation, any of its Members; (e) conduct its own business in its own name; (f) maintain and periodically prepare separate financial statements and not consolidate its financial statements with any other Person for any purpose; (g) pay its own liabilities out of its own funds and not hold out the credit or assets of any other Person as being able to satisfy the obligations of the Company; (h) observe all formalities required by the Act, the Articles, and this Agreement; (i) maintain an “arm’s-length relationship” with its Affiliates; (j) pay the salaries of its own employees, if any; (k) not hold out its credit or assets as being available to satisfy the obligations of any other Person; (l) to the extent that it shares office space with its Members or Affiliates and pays any overhead costs or other expenses therefor, allocate fairly and reasonably, based on fair market value (without m▇▇▇-up to the Company) any overhead and expense for shared office space; (m) use separate bank accounts and checks; (n) not (i) incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent, with any Affiliate (other than nonrecourse loans made by Members in lieu of capital contributions to the Company and loans made by Members pursuant to Section 4.3), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in (ii) not to pledge any of its assets for the name benefit of such Borrower, as applicable, if related to such Borrower, and to any Affiliate; (o) correct any known misunderstanding regarding its separate identity; (ivp) provide for not make any loans or advances to any third party other than in the payment of its own operating expenses and liabilities from its own funds ordinary course and not acquire the funds securities of any Member; (q) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual asset or assets, as the case may be, from those of any Affiliate or any other Person; (vr) maintain its assets, funds, and transactions, including its bank accounts, separate from those of not engage in any business or own any assets other Person, and reflect such assets and transactions than as provided in financial statements and books and records that are separate from those of any other PersonSection 1.3; (vis) file direct any agent acting on its own tax returns separate from those of any other Person (except behalf to the extent that such Borrower is treated hold itself out as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Lawacting on its behalf; (viit) not otherwise hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreementas a separate legal entity; (viiiu) not pledge its assets for the benefit of take or cause to be taken any other Person, except Bankruptcy Action with respect to the extent permitted under Company in violation of the terms of this Agreement; (ix) not acquire Equity Interests Agreement or with respect to any Subsidiary without the without the affirmative vote of each of the Members and in any Person that is a direct or indirect parent compliance with the terms of the limited liability company of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employees; and (xii) allocate fairly and reasonably any overhead for office space shared with any AffiliateSubsidiary.

Separateness. Each Borrower shall: Seller Party acknowledges that the Administrative Agent and the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from the applicable Originator and their respective other Affiliates (each, a “Related Entity”). In furtherance thereof, Seller hereby agrees to: (i) maintain its books and records and bank accounts separate from those of any other Related Entity; provided, however, that Hawker, the applicable Originator or ENS, as applicable, may maintain its Collection Accounts and Lock-Boxes for the benefit of Seller; (ii) at all times hold itself out to the public and all other Persons as a legal entity separate from its member and any other Person; (iii) have a board of directors separate from that of its member and any other Person; (iv) file its own tax returns, if any, as may be required under Applicable Law, to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (v) except as contemplated herein or in any other Transaction Document, not commingle its assets with assets of any other Person; (vi) conduct its business in its own name and strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; ; (iivii) have a board of directors, board of managers, or similar management body that is maintain separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; financial statements; (iiiviii) conduct its business solely in pay its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment liabilities only out of its own operating expenses and liabilities from funds; (ix) maintain an arm’s length relationship with each other Related Entity; (x) pay the salaries of its own funds and not the funds of any other Person; employees, if any; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (viixi) not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of others; (xii) allocate fairly and reasonably with other Persons any overhead for shared office space; (xiii) except as contemplated herein or in any other PersonTransaction Document, use separate stationery, invoices and checks; (xiv) except to the extent permitted under this Agreement; (viii) as contemplated herein or in any other Transaction Document, not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; ; (ixxv) not acquire Equity Interests in correct any Person that is a direct or indirect parent of such Borrower; known misunderstanding regarding its separate identity; (xxvi) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; purpose, transactions and liabilities; (xixvii) pay the salaries cause its board of directors to keep minutes of any meetings (if applicable) and actions and observe all other Delaware limited liability company formalities; (xviii) not acquire any securities of its member; (xix) act solely in its own employeesname and through its own authorized managers, directors, members, officers and agents, except as expressly permitted under the Transaction Documents; and and (xiixx) allocate fairly cause its directors, officers, agents and reasonably any overhead for office space shared other representatives to act at all times with any Affiliaterespect to Seller consistently and in furtherance of the foregoing and in the best interests of Seller.

Separateness. Each The Borrower acknowledges that each Lender is entering into this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from any other Person. Therefore, from and after the date of this Agreement, the Borrower shall take all reasonable steps, including all steps that the Administrative Agent may from time to time reasonably request and that comply with the Borrower’s Organizational Documents, to maintain the Borrower’s identity as a separate legal entity and to make it manifest to third parties that the Borrower is a separate legal entity. Without limiting the generality of the foregoing, the Borrower agrees that it has and shall: (ia) strictly comply enter into transactions with all organizational formalities necessary its affiliates and Parent only on an arm’s length basis on commercially reasonable terms and substantially similar to maintain those that would be available on an arm’s-length basis with third parties other than its separate and distinct existenceaffiliates; (iib) have a board maintain its books and records separate and apart from any other person; (c) maintain its bank accounts separate and apart from any other person; (d) not commingle its assets with the assets of directors, board any of managers, or similar management body that is separate from that its affiliates or those of any other Personentity and hold all of its liabilities and assets in its own name, except as otherwise permitted or provided that for under the Persons who serve on such board of directors, board of managers, or similar management body need not be different individualsLoan Documents; (iiie) hold itself out to the public as a legal entity separate and distinct from any other entity and conduct its business solely in its own name and in a manner order not misleading (A) to other Persons mislead others as to the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including any of its identity (without limiting the generality of the foregoing, all oral and written communications (if anyprincipals or affiliates), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (ivf) provide for maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other entity, and shall not have its assets listed on the payment financial statement of any other entity, it being understood that the Borrower’s financial statements may be consolidated with those of its affiliates in accordance with generally accepted accounting principles so long as such consolidated financial statements disclose, through appropriate footnotes or otherwise, the separate legal existence of the Borrower and that the Receivables have been sold to the Borrower pursuant to the Receivables Purchase Agreement; (g) file its tax returns (if required to file any tax returns and to the extent not included in a consolidated tax return) separate and apart from those of any other entity; (h) pay its own liabilities and expenses from out of its own operating expenses funds; (i) (A) observe all organizational formalities to maintain its separate existence and liabilities operate in such a manner as its board of managers deems reasonable and necessary or appropriate to preserve the limited liability of Parent, (B) preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (C) maintain the separateness of the Borrower from the business and affairs of Parent or any affiliate of Parent, until one year and one day after all Obligations have been paid in full and (D) maintain the special purpose, bankruptcy remote status of the Borrower. To the extent permitted by law, until one year and one day after all Obligations have been paid in full, ensure decisions with respect to the business and daily operations of the Borrower are independent of, and not dictated by, Parent or any affiliate of Parent; (j) pay the salaries of its own employees, if any, out of its own funds and maintain a sufficient number of employees in light of its contemplated business purposes; (k) not own any Subsidiary or make any investment in, any Person or entity without the funds consent of the Administrative Agent (acting with the consent of the Required Lenders); (l) not guarantee or become obligated for the debts of any other entity or person; (m) not incur any Indebtedness except the Obligations or as otherwise permitted under Section 6.1 of this Agreement; (n) not acquire the obligations or securities of its affiliates, owners or Parent; (o) allocate fairly and reasonably any overhead expenses that are shared with affiliates, including the paying for office space and services performed by any employee of an affiliate; (p) use separate stationery, invoices and checks bearing its own name; (q) not share any common logo with or hold itself out as or be considered as a department or division of (A) any of its principals or affiliates, (B) any affiliate of a principal or (C) any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viiir) not pledge its assets for the benefit of any other Personperson, except to as otherwise provided for under the extent permitted under this AgreementLoan Documents; (ixs) not acquire Equity Interests in correct any Person that is a direct or indirect parent of such Borrowerknown misunderstandings regarding its separate identity; (xt) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xiu) pay not form, acquire or hold any subsidiaries; (v) except for any funds received from Parent or its members as a capital contribution or as otherwise contemplated by the salaries Borrower’s Organizational Documents or any Loan Document, shall not (A) accept for its own account funds from Parent or its other affiliates; and other than as contemplated by the Loan Documents or (B) allow Parent or its other affiliates otherwise to supply funds to or guarantee any obligation of, the Borrower; (w) not become involved in the day-to-day management of any affiliate; (x) have a board of managers separate from that of Parent with at least one Independent Manager and ensure all decisions with respect to the Borrower’s business and daily operations have been and shall be independently made by the officers of the Borrower pursuant to its Organizational Documents or resolutions of its own employeesboard of managers; and (xiiy) allocate fairly materially violate or cause to be materially violated the facts and reasonably assumptions as certified by the Borrower in connection with the opinion letter pertaining to substantive consolidation delivered to the Lenders on the Closing Date except as permitted by the Loan Documents. In the event of any overhead for office space shared with inconsistency between the covenants set forth in this Section 5.6 or the other covenants set forth in this Agreement, or in the event that any Affiliatecovenant set forth in this Section 5.6 poses a greater restriction or obligation than is set forth elsewhere in this Agreement, the covenants set forth in this Section 5.6 shall control.

Separateness. Each The Borrower shall: (i) strictly comply with shall take, and shall cause the Borrower General Partner to take, all organizational formalities necessary reasonable steps to maintain its identity as a separate legal entity and to make it manifest to third parties that each of the Borrower and the Borrower General Partner is an entity with assets and liabilities distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board Other CNL Company and not just a division of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without any Other CNL Company. Without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statementsthe Borrower shall, and applications shall cause the Borrower General Partner to: (i) conduct its business from an office separate from that of the Other CNL Companies (but which may be made solely located in the name same facility as one or more of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identitythe Other CNL Companies); (ivii) be adequately capitalized in light of its contemplated business; (iii) provide for the payment of its own operating expenses and liabilities from its own funds except that common overhead expenses may be shared by the Borrower and not the funds of any other PersonOther CNL Companies on a basis reasonably related to use; (viv) maintain its assets, funds, assets and transactions, including its bank accounts, separate transactions separately from those of any other Person, the Other CNL Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other CNL Companies and evidence such assets and transactions by appropriate entries in books and records that are separate and distinct from those of any other Personthe Other CNL Companies; (v) hold itself out to the public under the Borrower's or the Borrower General Partner's (as applicable) own name as a legal entity separate and distinct from the Other CNL Companies; (vi) file its own tax returns separate from those not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable LawOther CNL Companies; (vii) not hold itself out maintain any joint account with any Other CNL Company or become liable as a guarantor or otherwise with respect to be responsible for any Debt or have its credit or assets available to satisfy the debts or obligations contractual obligation of any other Person, except to the extent permitted under this AgreementOther CNL Company; (viii) not pledge make any payment or distribution of assets with respect to any obligation of any Other CNL Company or grant an Adverse Claim on any of its assets for the benefit to secure any obligation of any other Person, except to the extent permitted under this AgreementOther CNL Company; (ix) not acquire Equity Interests in make loans, advances or otherwise extend credit to any Person that is a direct or indirect parent of such Borrowerthe Other CNL Companies; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business hold regular duly noticed meetings of its size partners, make and character retain minutes of such meetings and in light of its contemplated business operationsotherwise observe all limited partnership formalities; (xi) pay not engage in any transaction with any of the salaries of its own employeesOther CNL Companies, except as permitted by this Agreement and as contemplated by the Loan Contribution Agreement and the Loan Sale Agreements; and (xii) allocate fairly prepare its financial statements separately from those of any of the Other CNL Companies and reasonably insure that any overhead for office space shared consolidated financial statements of any Other CNL Company that are filed with the Securities and Exchange Commission or any Affiliateother governmental agency or are furnished to any creditors of any Other CNL Company have notes clearly stating that the Borrower is the owner of the Loans and is a separate entity and that the Borrower's assets will be available first and foremost to satisfy the claims of the creditors of the Borrower. The Servicer shall take, and shall cause each Other CNL Company to take, all actions necessary on its part in order to ensure compliance with the covenants set forth in this Section 5.1(n).

Separateness. Each The Borrower shallacknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from the Seller and its respective other Affiliates (each, a “Related Entity”). Therefore, from and after the date of execution and delivery of this Agreement, the Borrower shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent or any Lender may from time to time reasonably request, to maintain the Borrower’s identity as a separate legal entity and to make it manifest to third parties that the Borrower is an entity with assets and liabilities distinct from those of the other Related Entities and not just a division thereof. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, except as herein specifically otherwise provided, the Borrower will: (i) strictly comply with all organizational formalities necessary to maintain its own books and records separate and distinct existenceapart from those of any other Related Entity; (ii) have at all times hold itself out to the public as a board of directors, board of managers, or similar management body that is legal entity separate and apart from that or those of its parent and any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individualsRelated Entity; (iii) have a Board composed differently from that of its parent; (iv) file its own tax returns, if any, as may be required under applicable law, to the extent (A) not part of a consolidated group filing a consolidated return or returns or (B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (v) conduct its business solely in its own name and in a manner order not misleading to other Persons (A) mislead others as to the identity with which such other party is transacting business or (B) suggest that it is responsible for the debts of any third party; (vi) subject to the provisions of its identity Organizational Documents, at all times maintain at least one Independent Manager; (without limiting vii) maintain its Organizational Documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify such Organizational Document in any respect that would impair its ability to comply with the generality terms or provisions of any of the foregoingTransaction Documents, including, without limitation, this Section; and (B) it provides for the notice, the Borrower certification and the Administrative Agent’s written acknowledgement specified in Section 5.1(b)(v) hereof; (viii) ensure that all oral limited liability company actions with respect to (A) the filing for any petition of bankruptcy of the Borrower and written communications (if anyB) the merger, consolidation, dissolution or liquidation of the Borrower are duly authorized by unanimous vote of its managers (including the Independent Manager); (ix) maintain statements of account separate from those of any other Person, including lettersseparately identifying its own assets, invoices, purchase orders, contracts, statementsliabilities and financial affairs, and applications shall be made solely in ensure that any consolidated financial statements of any other Person that include Borrower indicate that the name assets of the Borrower are not available to creditors of such BorrowerPerson; (x) remain solvent and pay its indebtedness, operating expenses and other liabilities out of its own funds and assets, allocating fairly and reasonably any general overhead or administrative expenses incurred by itself or any Affiliate on its behalf; (xi) maintain an arm’s-length relationship with its Related Entities, and enter into contracts or agreements with any such Related Entity only upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than Related Entities; (xii) not hold itself out as having agreed to pay or become liable for the debts of any of its Related Entities or fail to correct any known misrepresentation with respect to the foregoing; (xiii) not operate or purport to operate as an integrated, single economic unit with respect to any of its Related Entities or any other Person; (xiv) not seek or obtain credit or incur any obligation to any third party based upon the assets of any of its Related Entities, or induce any third party to rely on the creditworthiness of any such Person in connection therewith; (xv) use, as applicable, if related to such Borrowerstationery, invoices, checks and to other business forms separate from those of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (xxvii) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurposes; (xixviii) pay observe all limited liability company formalities required by its Organizational Documents and the salaries of its own employeesDelaware Limited Liability Company Act; and (xiixix) allocate fairly take such other actions as are necessary on its part to ensure that the facts and reasonably any overhead assumptions set forth in the opinion issued by Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as counsel for office space shared the Borrower and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in connection with any Affiliatethe closing or initial purchase or contribution under the Purchase Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

Separateness. Each Borrower shallThe Oversight Committee shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a separate legal entity. Except as otherwise provided in the Plan, the Oversight Committee also shall cause the Company to: (ia) strictly comply with all organizational formalities necessary to maintain its own separate books and distinct existencerecords and bank accounts; (iib) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that at all times hold itself out to the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name public and in a manner not misleading to all other Persons as to its identity (without limiting a legal entity separate from the generality of the foregoing, all oral Member and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds of any other Person; (vc) maintain its assetsas provided herein, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except returns, if any, as may be required under applicable Law, to the extent that such Borrower is (A) not part of a consolidated group filing a consolidated return or Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 10 of 60 returns or (B) not treated as a “disregarded entity” division for tax purposes and is not required to file tax returns under applicable law) of another taxpayer, and pay any taxes so required to be paid under applicable Law; (viid) except as provided in the Plan, the U.S. Acquisition Agreement, the Shared Services Agreement, the Transition Services Agreement, this Agreement and the Plan Administrator Agreement (together, the “Transaction Documents”), not commingle its assets with assets of any other Person; (e) except as provided in the Transaction Documents, conduct its business in its own name and comply with all organizational formalities to maintain its separate existence; (f) maintain separate financial statements; and, if consolidated with financial statements of affiliates, include footnotes to the effect that the Company is a separate legal entity and that its assets are not available to satisfy the claims against affiliates; (g) except as provided in the Transaction Documents, pay its own liabilities only out of its own funds, provided that the foregoing shall not require the Member to make any capital contributions to the Company; (h) maintain an arm’s length relationship with its affiliates and the Member; (i) not hold itself out to be responsible for or have its credit or assets as being available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreementothers; (viiij) allocate fairly and reasonably any overhead for shared office space; (k) use separate stationery, invoices and checks; (l) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ixm) correct any known misunderstanding regarding its separate identity; Case 17-11375-BLS Doc 2624-1 Filed 04/10/18 Page 11 of 60 (n) maintain capital as provided in the Plan, provided that the foregoing shall not require the Member to make any capital contributions to the Company; (o) cause the Oversight Committee to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (p) not acquire Equity Interests in any Person that is a direct or indirect parent securities of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employeesMember; and (xiiq) allocate fairly advise its Managers, officers, agents and reasonably any overhead for office space shared other representatives to act at all times, with respect to the Company, consistently and in furtherance of the foregoing. Failure of the Company or Oversight Committee on behalf of the Company, to comply with any Affiliateof the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Oversight Committee.

Separateness. Each Borrower shall: (i) strictly comply with all organizational formalities necessary to and Sole Member shall maintain its existence separate and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without . Without limiting the generality of the foregoing, except as expressly permitted pursuant to this Agreement, each Borrower and Sole Member shall: (a) pay its debts and liabilities (including overhead expenses) from its own assets (to the extent available therefor) as the same shall become due; (b) comply with its Organization Documents; (c) conduct its business in its own name and strictly comply with all oral and written communications organizational formalities to maintain its separate existence; (if any)d) maintain its own separate books, including letters, invoices, purchase orders, contracts, statementsrecords, and applications bank accounts, except as expressly otherwise allowed or required by the Loan Documents; (e) maintain separate financial books and records, and to the extent delivered for a single Project, financial statements; provided, however, that a Borrower’s and the ▇▇▇▇-▇▇▇▇-▇▇▇▇\14 Sole Member’s assets may be included in a consolidated financial statement of its Affiliates provided that appropriate notation shall be made solely in on such consolidated financial statements to indicate the name separateness of the applicable entity and such Affiliates and to indicate that the Borrower’s and the Sole Member’s assets and credit are not available to satisfy the debts and other obligations of such Borrower, as applicable, if related Affiliates or any other Person. (f) file its own tax returns (except to such Borrowerthe extent consolidation is required under relevant tax law), and pay any taxes so required to be paid under applicable law and not permit Sole Member or any Borrower to be treated as a division for tax purposes of another taxpayer; (g) at all times hold itself out to the public and all other Persons as a legal entity separate and distinct from any other entity, correct any known misunderstanding regarding such status, pay the salaries of its separate identityown employees, if any, when due and payable; although from a marketing standpoint, a Project may be disclosed as being associated with the CBL & Associates Properties, Inc., and CBL & Associates Management, Inc. may promote its services related to a Project using service marks that it uses to promote its services at other shopping center owned through affiliates of CBL & Associates Properties, Inc.; (ivh) provide for the payment maintain an arm’s length relationship with its Affiliates; (i) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its own operating expenses and liabilities from its own funds and not the funds of Affiliates or any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (xj) maintain adequate capital and a sufficient number of employees for the normal operations obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided that the foregoing shall not require any direct or indirect member, partner or shareholder of a Borrower or Sole Member to make any additional capital contributions to a Borrower or Sole Member; (xik) pay be an entity disregarded as a separate entity or treated as a partnership for federal income tax purposes and not make any election under Section 301.7701-3(a) of the salaries regulations promulgated pursuant to the Code to be treated as an association taxable as a corporation for federal income tax purposes; (l) engage only in the business and for the purposes set forth in Section 5.22 of this Agreement (in the case of each Borrower) or Section 7.18 of this Agreement (in the case of Sole Member); (m) not to guarantee or become obligated for the obligations of any other entity or hold out its credit as being available to satisfy the obligations of others, except for the Loan and except as expressly permitted by the Loan Documents; ▇▇▇▇-▇▇▇▇-▇▇▇▇\14 (n) not acquire obligations or securities of its own employees; andmembers or other Equity Interest holders, except as permitted by the Loan Documents; (xiio) allocate fairly use separate stationary, invoices and reasonably checks, or with respect to any overhead communication on behalf of a Borrower or Sole Member by its property manager, CBL & Associates Management, Inc., be specifically identified therein; (p) pledge its assets for office space shared the benefit of any other entity or make any loans or advances to any entity, except for the loan evidenced by the Sole Member Promissory Note and except as permitted by the Loan Documents; (q) with respect to Sole Member (but not any AffiliateBorrower) at all times have a duly appointed Independent Manager pursuant to its Organization Documents, and such Organization Documents shall at all times include a requirement that the approval or consent of its Independent Manager shall be required to authorize such entity or to authorize any of its subsidiary Borrowers to: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization petition or proceeding with respect to it, or otherwise institute any proceeding or seek any relief under the Bankruptcy Code or any other Debtor Relief Law with respect to it; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or a substantial portion of its Property; (iii) make any assignment for the benefit of creditors with respect to itself; (iv) admit in writing its inability to pay its debts generally as they become due, provided, that the delivery of the budgets provided for in Section 6.22 shall not in itself constitute an admission of inability to pay its debts; (v) be dissolved or liquidated; (vi) sell all or substantially all of its Property or any Project; or (vii) take any limited liability company or trust action in furtherance of any such action described in clauses (i) through (v) above. (r) with respect to each Borrower, it shall at all times include a requirement that the approval or consent of its Sole Member (including the approval of the Independent Manager of its Sole Member) shall be required to authorize such entity to: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization petition or proceeding with respect to it, or otherwise institute any proceeding or seek any relief under the Bankruptcy Code or any other Debtor Relief Law with respect to it; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or a substantial portion of its Property; (iii) make any assignment for the benefit of creditors with respect to itself; (iv) admit in writing its inability to pay its debts generally as they become due, provided, that the delivery of the budgets provided for in Section 6.22 shall not in itself constitute an admission of inability to pay its debts; (v) be dissolved or liquidated; (vi) sell all or substantially all of its Property or any Project; or (vii) take any limited liability company or trust action in furtherance of any such action described in clauses (i) through (v) above. ▇▇▇▇-▇▇▇▇-▇▇▇▇\14

Separateness. Each The Borrower shall: (i) strictly comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have acknowledges that the Lender Parties are entering into this Agreement in reliance upon the Borrower’s identity as a board of directors, board of managers, or similar management body legal entity that is separate from that or those of any other Person. Therefore, provided from and after the date hereof, the Borrower shall take all reasonable steps to maintain the Borrower’s identity as separate legal entity from each other Person and to make it manifest to third parties that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in Borrower is a manner not misleading to other Persons as to its identity (without separate legal entity. Without limiting the generality of the foregoing, the Borrower agrees that it shall not: (a) fail to hold all oral of its assets in its own name; (b) commingle its assets with the assets of any of its members, Affiliates, principals or any other Person except as contemplated by the Loan Documents; (c) fail to maintain books, records and written communications agreements as official records and separate from those of the members, principals and Affiliates or any other Person; (if any)d) fail to maintain its bank accounts separate from the members, including lettersprincipals and Affiliates of any other Person; (e) except for the Loan Documents and as otherwise expressly permitted by the Loan Documents, invoicesenter into any contract or agreement with any other Affiliate, purchase ordersor any of its members, contractsprincipals or Affiliates, statementsexcept with the consent of the Required Lenders and upon terms and conditions that are intrinsically fair, commercially reasonable and applications shall on terms no less favorable to the Borrower than those that would be made solely in available on an arms-length basis with third parties other than any Affiliate of the name Borrower or any of such Borrowertheir respective members, as applicable, if related principals or Affiliates; (f) fail to such Borrower, and to promptly correct any known Known or suspected misunderstanding regarding its separate identity; (ivg) provide guarantee or become obligated, or hold itself as responsible, for the payment debts of any other Person, except as contemplated by the Loan Documents; (h) hold out its own operating expenses and liabilities from its own funds and not credit as being available to satisfy the funds obligations of any other Person; (vi) maintain its assets, funds, and transactionsmake any loans or advances to any third party, including its bank accountsany member, separate from those principal or Affiliate of the Borrower, or any other Personmember, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Personprincipal or Affiliate thereof, except as contemplated by the Loan Documents; (vij) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Law; (vii) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, Person except to as contemplated under the extent permitted under this AgreementLoan Documents; (ixk) not acquire Equity Interests identify itself or hold itself out as a division of any other Person or conduct any business in any Person that is a direct or indirect parent of such Borroweranother name; (xl) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business acquire obligations or securities of its size and character and in light members, shareholders of its contemplated business operationsother Affiliates, as applicable; (xim) fail to keep minutes of the actions of the member of the Borrower and observe all limited liability company and other organizational formalities; (n) fail to cause its members, managers, directors, officers, agents and other representatives 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; or (o) fail to pay the salaries its own liabilities and expenses only out of its own employees; and (xii) allocate fairly and reasonably any overhead for office space shared with any Affiliatefunds, except as contemplated by the Loan Documents.

Separateness. Each The General Partner shall and shall cause the Borrower shallto: (ia) strictly comply with all organizational formalities necessary to maintain operate its separate business in the ordinary course and distinct existencefor its own account; (iib) have a board maintain books of directors, board of managers, or similar management body that is account and business records separate from that or those of Steelco and any other Person, provided that the Persons who serve on such board of directorsincluding separate financial statements, board of managers, or similar management body need not be different individualsand will file its own tax returns; (iiic) conduct maintain its business solely in own bank accounts, use separate invoices and cheques and not commingle or pool its funds or other assets with those any other Person; (d) maintain the office premises provided by Steelco as the office premises of the Borrower and the General Partner with a mailing address which identifies the Borrower and the General Partner and separate stationery different from that of Steelco and any other Person and those premises will be conspicuously identified as the office of the Borrower and the General Partner, so they can easily be located and identified by outsiders; (e) use stationery and telephone and facsimile numbers distinct from Steelco and will use a distinct signature on all email correspondence identifying such correspondence as originating from the Borrower and the General Partner; (f) hold itself out and deal with third parties separately under its own name and in not as a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds division or part of any other Person; (vg) maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify its individual assets; (h) in the case of the General Partner, fundshave a distinct board of directors; (i) observe distinct corporate procedures and formalities, including without limitation, the holding of meetings, the recording and maintenance of minutes of such meetings, and transactionsthe recording of and maintenance of resolutions adopted at such meetings, including its bank accounts, separate from those of any other Person, and reflect such assets and transactions in financial statements and books and records that are separate each case from those of any other Person; (vij) file its own tax returns separate from those ensure that each officer and director of any other Person (except the General Partner has discharged and will discharge his or her respective fiduciary duties and obligations to the extent that such Borrower is treated as a “disregarded entity” for tax purposes General Partner in accordance with, and is not required to file tax returns under subject to, all applicable law) and pay any taxes required to be paid under applicable Lawlaws; (viik) ensure that any and all of the transactions between Steelco and the Borrower and the General Partner have been and will be fully documented and have reflected and will reflect transactions on arm’s length terms undertaken in good faith; (l) at all times comply with the provisions set forth in the General Partner’s articles of incorporation and bylaws and the partnership agreement of the Borrower; and (m) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations the decisions or actions respecting the daily business and affairs of any other Person, except to Person (other than as provided in the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) pay the salaries of its own employees; and (xii) allocate fairly and reasonably any overhead for office space shared with any AffiliateLoan Documents).

Separateness. Each Borrower shall: In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, Lake District represents and warrants that in the conduct of its operations since its organization it has and will continue to observe the following covenants: (i) strictly maintain books and records and bank accounts separate from those of any other person or entity; (ii) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (iii) comply with all organizational formalities necessary to maintain its separate and distinct existence; (ii) have a board of directors, board of managers, or similar management body that is separate from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individuals; (iii) conduct its business solely in its own name and in a manner not misleading to other Persons as to its identity (without limiting the generality of the foregoing, all oral and written communications (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely in the name of such Borrower, as applicable, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; ; (iv) provide for hold itself out to creditors and the payment of its own operating expenses public as a legal entity separate and liabilities distinct from its own funds and not the funds of any other Person; entity; (v) maintain separate financial statements, showing its assets, funds, assets and transactions, including its bank accounts, liabilities separate and apart from those of any other Person, Person and reflect such not have its assets and transactions in listed on any financial statements and books and records that are separate from those statement of any other Person; person or entity, except that Lake District’s assets may be included in a consolidated financial statement of its’ Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Lake District from such Affiliate and to indicate that Lake District’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other person or entity (except to the extent of the other Lake District’s liabilities hereunder); (vi) prepare and file its own tax returns separate from those of any other Person (except person or entity to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under by applicable law) , and pay any taxes required to be paid under by applicable Law; law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (viii) not hold itself out enter into any transaction with any Affiliate, except on an arm’s-length basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to be responsible for written, enforceable agreements; (ix) conduct business in its own name, and use separate stationery, invoices and checks bearing its own name; (x) except as required by the Loan Documents, not commingle its assets or have its credit funds with those of any other person or assets available to satisfy entity; (xi) not assume, guarantee or pay the debts or obligations of any other Person, except person or entity; (xii) correct any known misunderstanding as to its separate identity; (xiii) not permit any Affiliate to guarantee or pay its obligations (other than limited guarantees and indemnities set forth in the Loan Documents); (xiv) not make loans or advances to any other person or entity; (xv) pay its liabilities and expenses out of and to the extent permitted under this Agreement; of its own funds; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (xxvi) maintain adequate capital and a sufficient number of employees for the normal operations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xi) purpose and pay the salaries of its own employees, if any, only from and to the extent of its own funds; and and (xiixvii) allocate fairly cause the managers, officers, employees, agents and reasonably other representatives of Lake District to act at all times with respect to Lake District consistently and in furtherance of the foregoing and in the best interests of Lake District; provided, however, that none of the foregoing provisions shall require any overhead for office space shared with any Affiliateequity owner to make additional capital contributions to Lake District.

Separateness. Each The Borrower shallacknowledges that the Creditor Parties are entering into the Finance Documents to which they are parties and the transactions contemplated thereby in reliance upon the Borrower’s and its subsidiaries’ identity as a legal entity separate from any Non-Borrower Affiliate or any other Affiliate of any Security Party. In that regard, except as otherwise contemplated by, explicitly permitted by or required under the Finance Documents, the Security Parties shall not: (i) strictly comply commingle any of their respective assets with all organizational formalities necessary to maintain its separate and distinct existencethe assets of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (ii) have a board fail to maintain their respective records, books of directors, board of managers, or similar management body that is account and bank accounts separate and apart from that or those of any other Person, provided that the Persons who serve on such board of directors, board of managers, or similar management body need not be different individualsperson; (iii) fail to correct any misunderstandings known to such Security Parties regarding the separate identity of the Borrower and its subsidiaries and any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (iv) guarantee, become obligated for, or hold themselves out to be responsible for the debt of, any direct or indirect owner of any Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (v) fail to file their own separate tax returns if required to file tax returns under applicable law, or file a consolidated federal income tax return with any other person, except as may be required by the Code and regulations and any other applicable tax laws; (vi) fail either to hold themselves out to the public as a legal entity separate and distinct from any other person or to conduct its business solely in its own name and in a manner order not misleading (i) to other Persons mislead others as to its the identity with which such other party is transacting business, or (without limiting ii) to suggest that any of them are responsible for the generality debts of the foregoing, all oral and written communications any third party (if any), including letters, invoices, purchase orders, contracts, statements, and applications shall be made solely any direct or indirect owner of Equity Interest in the name of such Borrower, as applicableany Non-Borrower Affiliate, if related to such Borrower, and to correct any known misunderstanding regarding its separate identity; (iv) provide for the payment of its own operating expenses and liabilities from its own funds and not the funds other Affiliate of any other Person; (v) maintain its assets, funds, and transactions, including its bank accounts, separate from those of Security Party or any other Person, and reflect such assets and transactions in financial statements and books and records that are separate from those of any other Person; (vi) file its own tax returns separate from those of any other Person (except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable Lawperson); (vii) not hold itself out fail to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person, except to the extent permitted under this Agreement; (viii) not pledge its assets for the benefit of any other Person, except to the extent permitted under this Agreement; (ix) not acquire Equity Interests in any Person that is a direct or indirect parent of such Borrower; (x) maintain adequate capital and a sufficient number of employees for the normal operations obligations reasonably foreseeable in a business of its size and character and in light of their respective contemplated business operations (provided that this clause (vii) shall not require any Security Party or the owner of any Equity Interests of any Security Party to seek or obtain any debt or equity financing or make any capital contributions); (viii) except as may be required by the Code and regulations thereunder, hold themselves out as a department or division of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (ix) fail to maintain separate financial statements, showing their respective assets and liabilities separate and apart from those of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person, provided that the Borrower and its subsidiaries may be consolidated for accounting purposes with another person in accordance with U.S. generally accepted accounting principles and, when so consolidated, (i) the consolidating person will note on its consolidated financial statements that the Borrower’s and its subsidiaries’ respective assets are not available to satisfy claims of creditors of such consolidating person and (ii) the Borrower’s and its subsidiaries’ respective assets will also be listed on the Borrower’s and its subsidiaries’ own separate balance sheet; (x) fail to pay any of their own liabilities and expenses only out of their own funds; (xi) fail to pay, to the extent of its own available funds, the salaries of their own employees, if any, in light their contemplated business operations; (xi) pay the salaries of its own employees; and (xii) fail to allocate fairly and reasonably any overhead expenses that are shared with any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person, including paying for office space shared and services performed by any employee of any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate, any other Affiliate of any Security Party or any other person; (xiii) to the extent used in their respective businesses, fail to use separate stationery, invoices and checks bearing their own name; (xiv) fail to observe applicable company formalities or fail to comply with their by-laws; or (xv) breach any of its obligations set forth in Clause 10.17 hereof. Failure of the Borrower, any of its subsidiaries or any direct or indirect owner of Equity Interest in the Borrower, any Non-Borrower Affiliate or any other Affiliate of any Security Party to comply with any Affiliateof the foregoing covenants or any other separateness covenants contained in this Agreement shall not affect the status of the Borrower and its subsidiaries as a separate legal entity.