Common use of Maintenance of Company Separateness Clause in Contracts

Maintenance of Company Separateness. The Borrower will cause each Non-Recourse Entity and each Securitization Entity to satisfy customary formalities for such entity, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) the maintenance of separate records and (iii) the maintenance of separate bank accounts in its own name. Neither the Borrower nor any of the Restricted Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity in respect of any liability of any Non-Recourse Entity or any Securitization Entity, and no bank account of any Non-Recourse Entity or any Securitization Entity shall be commingled with any bank account of the Borrower or any of the Restricted Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity shall clearly establish or indicate the corporate separateness of such Non-Recourse Entity or such Securitization Entity from the Borrower and the other Restricted Subsidiaries. Neither the Borrower nor any of the Restricted Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal existence of the Borrower or any Restricted Subsidiary being ignored, or in the assets and liabilities of the Borrower or any Restricted Subsidiary being substantively consolidated with those of any other Person in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower will cause each Non-Recourse Entity and each Securitization Entity to satisfy customary formalities for such entity, including, as applicable, applicable (i) to the extent required by law, the holding of regular board of members’, managers’, directors’ and shareholders’ meetings or action by members, managers, directors or shareholders without a meeting, (ii) the maintenance of separate books and records and (iii) the maintenance of separate bank accounts in its own name. Neither the Borrower nor any of the Restricted Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity in respect of any liability of any Non-Recourse Entity or any Securitization Entity, and no bank account of any Non-Recourse Entity or any Securitization Entity shall be commingled with any bank account of the Borrower or any of the Restricted Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity shall clearly establish or indicate the corporate separateness of such Non-Recourse Entity or such Securitization Entity from the Borrower and the other Restricted Subsidiaries. Neither the Borrower nor any of the Restricted Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal existence of the Borrower or any Restricted Subsidiary being ignored, or in the assets and liabilities of the Borrower or any Restricted Subsidiary being substantively consolidated with those of any other Person in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower will cause each of the Non-Recourse Entity Entities and each Securitization the Xxxxxx Xxx Servicer Entity to satisfy customary formalities for such entity, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) the maintenance of separate records and (iii) the maintenance of separate bank accounts in its own name. Neither the Borrower nor any other of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization the Xxxxxx Mae Servicer Entity in respect of any liability of any Non-Recourse Entity or any Securitization the Xxxxxx Xxx Servicer Entity, and no bank account of any Non-Recourse Entity or any Securitization the Xxxxxx Mae Servicer Entity shall be commingled with any bank account of the Borrower or any of the Restricted its other Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization the Xxxxxx Xxx Servicer Entity shall clearly establish or indicate the corporate separateness of such Non-Recourse Entity or such Securitization the Xxxxxx Mae Servicer Entity from the Borrower and the its other Restricted Subsidiaries. Neither the Borrower nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal existence of the Borrower or any Restricted Subsidiary of its Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other Person in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower Holdings will, and will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the Borrower Holdings nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity Unrestricted Subsidiary, or enter into any Securitization EntitySynthetic Purchase Agreement in respect of any liability of any Unrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the Borrower Holdings or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the Borrower Holdings and the other Restricted its Subsidiaries. Neither the Borrower Finally, neither Holdings nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which that is likely to result in the separate legal Company existence of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower will cause each Non-Recourse Entity and each Securitization Entity to satisfy customary formalities for such entity, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) the maintenance of separate records and (iii) the maintenance of separate bank accounts in its own name. Neither the Borrower nor any of the Restricted Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity in respect of any liability of any Non-Recourse Entity or any Securitization Entity, and no bank account of any Non-Recourse Entity or any Securitization Entity shall be commingled with any bank account of the Borrower or any of the Restricted SubsidiariesSubsidiary. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity shall clearly establish or indicate the corporate separateness of such Non-Recourse Entity or such Securitization Entity from the Borrower and the other Restricted Subsidiaries. Neither the Borrower nor any of the Restricted Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal existence of the Borrower or any Restricted Subsidiary being ignored, or in the assets and liabilities of the Borrower or any Restricted Subsidiary being substantively consolidated with those of any other Person in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower will take, and will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity the Unrestricted Subsidiaries to satisfy customary formalities for such entitytake, all action as is necessary to keep the operations of the Borrower and its Subsidiaries separate and apart from those of the Unrestricted Subsidiaries including, as applicablewithout limitation, (i) to the extent required by law, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) the maintenance of separate records and (iii) the maintenance of separate bank accounts in its own nameensuring that all customary Company formalities are followed. Neither the Borrower nor any of the Restricted its Subsidiaries shall will make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity or any Securitization Entity, and no bank account Unrestricted Subsidiary. All financial statements provided to creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account clearly evidence the Company separateness of the Borrower or any of and its Subsidiaries from the Restricted Unrestricted Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity shall clearly establish or indicate the corporate separateness of such Non-Recourse Entity or such Securitization Entity from , and the Borrower and its Subsidiaries will maintain their own respective payroll (if any) and separate books of account and bank accounts from the other Restricted Unrestricted Subsidiaries. Neither Each Unrestricted Subsidiary will pay its respective liabilities, including all administrative expenses, from its own separate assets, and assets of the Borrower and its Subsidiaries will at all times be separately identified and segregated from the assets of each Unrestricted Subsidiary. Finally, neither the Borrower nor any of its Subsidiaries or the Restricted Unrestricted Subsidiaries shall will take any action, or conduct its affairs in a manner, manner which is likely to result in the separate legal Company existence of the Borrower or any Restricted Unrestricted Subsidiary being ignored, or in the assets and liabilities of the Borrower or any Restricted Unrestricted Subsidiary being substantively consolidated with those of the Borrower or any other Person of its Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The US Borrower will, and will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the US Borrower nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity Unrestricted Subsidiary, or enter into any Securitization EntitySynthetic Purchase Agreement in respect of any liability of any Unrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the US Borrower or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the US Borrower and the other Restricted its Subsidiaries. Neither Finally, neither the US Borrower nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which that is likely to result in the separate legal Company existence of the US Borrower or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the US Borrower or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.. 126

Maintenance of Company Separateness. The Borrower will, and will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ ' and shareholders’ ' meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the Borrower nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity or any Securitization EntityUnrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the Borrower or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the Borrower and the other Restricted its Subsidiaries. Neither Finally, neither the Borrower nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal Company existence of the Borrower or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The US Borrower will, and will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the US Borrower nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity Unrestricted Subsidiary, or enter into any Securitization EntitySynthetic Purchase Agreement in respect of any liability of any Unrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the US Borrower or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the US Borrower and the other Restricted its Subsidiaries. Neither Finally, neither the US Borrower nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which that is likely to result in the separate legal Company existence of the US Borrower or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the US Borrower or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower Holdings will, and will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ ' and 118 shareholders’ ' meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the Borrower Holdings nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity Unrestricted Subsidiary, or enter into any Securitization EntitySynthetic Purchase Agreement in respect of any liability of any Unrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the Borrower Holdings or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the Borrower Holdings and the other Restricted its Subsidiaries. Neither the Borrower Finally, neither Holdings nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which that is likely to result in the separate legal Company existence of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Each Borrower will, and ----------------------------------- will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ ' and shareholders’ ' meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the any Borrower nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity or any Securitization EntityUnrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the any Borrower or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the each Borrower and the other Restricted its Subsidiaries. Neither the Finally, neither any Borrower nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal Company existence of the such Borrower or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the such Borrower or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower Holdings will, and ------------------------------------ will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ ' and shareholders’ ' meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the Borrower Holdings nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity Unrestricted Subsidiary, or enter into any Securitization EntitySynthetic Purchase Agreement in respect of any liability of any Unrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall 122 be commingled with any bank account of the Borrower Holdings or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the Borrower Holdings and the other Restricted its Subsidiaries. Neither the Borrower Finally, neither Holdings nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which that is likely to result in the separate legal Company existence of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower Holdings will, and will ----------------------------------- cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ ' and shareholders’ ' meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the Borrower Holdings nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity or any Securitization EntityUnrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the Borrower Holdings or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the Borrower Holdings and the other Restricted its Subsidiaries. Neither the Borrower Finally, neither Holdings nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the separate legal Company existence of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

Maintenance of Company Separateness. The Borrower Holdings will, ------------------------------------ and will cause each Non-Recourse Entity of its Subsidiaries and each Securitization Entity to Unrestricted Subsidiaries to, satisfy customary formalities for such entityCompany formalities, including, as applicable, (i) to the extent required by law, the holding of regular board of directors’ ' and shareholders’ ' meetings or action by directors or shareholders without a meeting, (ii) meeting and the maintenance of separate records Company offices and (iii) the maintenance of separate bank accounts in its own namerecords. Neither the Borrower Holdings nor any of the Restricted its Subsidiaries shall make any payment to a creditor of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary in respect of any liability of any Non-Recourse Entity Unrestricted Subsidiary, or enter into any Securitization EntitySynthetic Purchase Agreement in respect of any liability of any Unrestricted Subsidiary, and no bank account of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall be commingled with any bank account of the Borrower Holdings or any of the Restricted its Subsidiaries. Any financial statements distributed to any creditors of any Non-Recourse Entity or any Securitization Entity Unrestricted Subsidiary shall clearly establish or indicate the corporate Company separateness of such Non-Recourse Entity or such Securitization Entity Unrestricted Subsidiary from the Borrower Holdings and the other Restricted its Subsidiaries. Neither the Borrower Finally, neither Holdings nor any of the Restricted its Subsidiaries shall take any action, or conduct its affairs in a manner, which that is likely to result in the separate legal Company existence of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.