Separate Lots. The Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property.

Separate Existence. The Borrower shall be in compliance with the special purpose entity requirements set forth in [Section 6.02(q)].

Separate Counsel. Each party hereto represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party's respective counsel, that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence. By their execution of this Agreement, [[Organization B:Organization]], on the one hand, and [[Organization A:Organization]], on the other hand, hereby waive any actual or perceived conflict(s) of interest in connection with any prior, existing and any future representation or other relationships between [[Organization B:Organization]]’s counsel and [[Organization B:Organization]] or [[Organization B:Organization]]’s counsel and [[Organization A:Organization]], and that neither [[Organization B:Organization]] nor [[Organization A:Organization]] has requested additional information; further [[Organization A:Organization]] and [[Organization B:Organization]] acknowledge that Company counsel and members thereof maintain securities holdings in [[Organization B:Organization]] which may include Exchange Securities, and may in the future acquire or dispose of additional securities or investments of [[Organization B:Organization]].

Separate Classes. Each of the parties hereto irrevocably acknowledges and agrees that # the claims and interests of each of the First Lien Secured Parties and the Second Lien Secured Parties are not (and will not be) “substantially similar” within the meaning of Section 1122 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, # the grants of the Liens to secure the First Lien Debt and the grants of the Liens to secure the Second Lien Debt, constitute (or will constitute) two separate and distinct grants of Liens, # the rights of the First Lien Secured Parties in the Collateral and the rights of the Second Lien Secured Parties in the Collateral are each fundamentally different from each other and # as a result of the foregoing, among other things, the First Lien Debt and the Second Lien Debt must be separately classified in any proposal or plan of compromise, arrangement or reorganization proposed or adopted in any Insolvency or Liquidation Proceeding.

Separate Business; Nonconsolidation. The SPV shall not # engage in any business not permitted by its articles of incorporation or by-laws as in effect on the Closing Date or # conduct its business or act in any other manner which is inconsistent with [Section 4.1(w)]. The officers and directors of the SPV (as appropriate) shall make decisions with respect to the business and daily operations of the SPV independent of and not dictated by Arrow or any other controlling Person.

Non-Federal Separate Taxes. Ford Credit shall pay (or cause to be paid) to the appropriate Tax Authorities all Non-Federal Separate Taxes, if any, of Ford Credit and its subsidiaries due and payable for all taxable periods.

Separate Covenants and Severability. The covenants and agreements contained in this Section 11 shall be construed as separate and independent covenants. Should any part or provision of any such covenant or agreement be held invalid, void or unenforceable in any court of competent jurisdiction, no other part or provision of this Agreement shall be rendered invalid, void or unenforceable as a result. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction unless modified, it is the intent of the parties that the otherwise invalid or unreasonable term shall be reformed, or a new enforceable term provided, so as to most closely effectuate the provisions as is validly possible.

Installments as Separate Payment. For purposes of [Section 409A], the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.