Maintenance of Separate Corporate Existence. WII shall at all times hold itself out to the public, including the Company, WFS and the Bank, under WII's own name and as a separate and distinct entity from the Company, WFS and the Bank. At all times at least one director and one executive officer of WII (or one individual serving in both capacities) shall be a Person who is not a director, officer or employee of any Person owning beneficially more than 10% of the outstanding common stock of WII. WII shall maintain separate corporate records and books of account from those of the Company, WFS and the Bank, shall not commingle its assets with any other Person (except to the limited extent (if any) permitted by the approval of Financial Security) and shall authorize its corporate actions in accordance with applicable law. WII shall not engage in business transactions with any of its Affiliates on terms and conditions less favorable to WII than those available to WII for comparable transactions from Persons who are not Affiliates of WII. WII shall maintain its chief executive office, principal place of business and the office where it keeps its records in the State of California and separate and apart from any office of the Company, the Bank, the Master Servicer or any Affiliate of any of them.
Maintenance of Separate Corporate Existence. The Company shall at all times hold itself out to the public, including WFS and the Bank, under the Company's own name and as a separate and distinct entity from WFS and the Bank. At all times at least one director and one executive officer of the Company (or one individual serving in both capacities) shall be a Person who is not a director, officer or employee of any Person owning beneficially more than 10% of the outstanding common stock of the Company. The Company shall maintain separate corporate records and books of account from those of WFS and the Bank, shall not commingle its assets with any other Person (except to the limited extent (if any) permitted by the approval of Financial Security) and shall authorize its corporate actions in accordance with applicable law. The Company shall not engage in business transactions with any of its Affiliates on terms and conditions less favorable to the Company than those available to the Company for comparable transactions from Persons who are not Affiliates of the Company. The Company shall maintain its chief executive office, principal place of business and the office where it keeps its records in the State of California and separate and apart from any office of the Master Servicer.
Maintenance of Separate Corporate Existence. WFSRC shall at all times hold itself out to the public, including WFS and the Bank, under WFSRC's own name and as a separate and distinct entity from WFS and the Bank. At all times at least one director and one executive officer of WFSRC (or one individual serving in both capacities) shall be a Person who is not a director, officer or employee of any Person owning beneficially more than 10% of the outstanding common stock of WFSRC. WFSRC shall maintain separate corporate records and books of account from those of WFS and the Bank, shall not commingle its assets with any other Person (except to the limited extent (if any) permitted by the approval of Financial Security) and shall authorize its corporate actions in accordance with applicable law. WFSRC shall not engage in business transactions with any of its Affiliates on terms and conditions less favorable to WFSRC than those available to WFSRC for comparable transactions from Persons who are not Affiliates of WFSRC. WFSRC shall maintain its chief executive office, principal place of business and the office where it keeps its records in the State of Nevada and separate and apart from any office of the Master Servicer.
Maintenance of Separate Corporate Existence. The Seller shall at all times hold itself out to the public, including WFS and the Bank, under the Seller's own name and as a separate and distinct entity from WFS and the Bank. At all times at least one director and one executive officer of the Seller (or one individual serving in both capacities) shall be a Person who is not a director, officer or employee of any Person owning beneficially more than 10% of the outstanding common stock of the Seller. The Seller shall maintain separate corporate records and books of account from those of WFS and the Bank, shall not commingle its assets with any other Person (except to the limited extent (if any) permitted by the approval of Financial Security) and shall authorize its corporate actions in accordance with applicable law. The Seller shall not engage in business transactions with any of its Affiliates on terms and conditions less favorable to the Seller than those available to the Seller for comparable transactions from Persons who are not Affiliates the Seller. The Seller shall maintain its chief executive office, principal place of business and the office where it keeps its records in the State of California and separate and apart from any office of the Master Servicer.
Maintenance of Separate Corporate Existence. On and after the Funding Date, so long as any Advance shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, each of the Borrower and the Parent Guarantor will comply with the following covenants, as applicable:
(a) The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, books, records and accounts that are separate from the books, records and accounts of the Parent Guarantor such that: (i) the revenues of the Borrower and its Subsidiaries will be credited to the accounts of the Borrower and its Subsidiaries only; (ii) all expenses incurred by the Borrower and its Subsidiaries shall be borne by the Borrower and its Subsidiaries; (iii) only officers and employees of the Borrower and its Subsidiaries shall have the authority to make disbursements with respect to the accounts of the Borrower and its Subsidiaries; and (iv) there shall occur no material sharing of accounts or funds between the Borrower and its Subsidiaries, on the one hand, and the Parent Guarantor, on the other hand.
(b) The Borrower will issue separate unaudited financial statements from the financial statements of the Parent Guarantor, prepared not less frequently than quarterly and prepared in accordance with GAAP.
(c) The Borrower will conduct its affairs strictly in accordance with its certificate of incorporation and its bylaws and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.
(d) The Borrower will not assume or guarantee any of the liabilities of the Parent Guarantor except (i) liabilities under the Procurement Contracts or (ii) as contemplated by the Procurement Contracts Agreement.
(e) All financial statements of the Parent Guarantor that are filed with the Securities and Exchange Commission or any other governmental department, authority, instrumentality, office, agency or official, distributed on an annual or quarterly basis to any shareholders or creditors of any of them, or of any of their Subsidiaries or affiliates, or otherwise public...
Maintenance of Separate Corporate Existence. WFSRC2 shall at all times hold itself out to the public, including WFS, Westcorp and the Bank, under WFSRC2's own name and as a separate and distinct entity from WFS, Westcorp and the Bank. At all times at least one director and one executive officer of WFSRC2 (or one individual serving in both capacities) shall be a Person who is not a director, officer or employee of any Person owning beneficially more than 10% of the outstanding common stock of WFSRC2. WFSRC2 shall maintain separate corporate records and books of account from those of WFS, Westcorp and the Bank, shall not commingle its assets with any other Person (except to the limited extent (if any) permitted by the approval of Financial Security) and shall authorize its corporate actions in accordance with applicable law. WFSRC2 shall not engage in business transactions with any of its Affiliates on terms and conditions less favorable to WFSRC2 than those available to WFSRC2 for comparable transactions from Persons who are not Affiliates of WFSRC2. WFSRC2 shall maintain its chief executive office, principal place of business and the office where it keeps its records in the State of Nevada and separate and apart from any office of the Master Servicer. WFSRC2 shall obtain proper authorization from its board of directors of all corporate actions requiring such authorization. Meetings of the board of directors will be held at least two times per annum and copies of the minutes of each such board meeting shall be delivered to Financial Security within two weeks of the approval of such minutes by the board of directors but no later than 120 days after the occurrence of the board meeting relating to such minutes. WFSRC2 shall obtain proper authorization from its shareholders for all actions requiring shareholder approval. Meetings of the shareholders of WFSRC2 shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Financial Security within two weeks of such authorization or meeting, as the case may be. The annual financial statements of WFSRC2 shall disclose the effects of WFSRC2's transactions in accordance with generally accepted accounting principals and shall disclose that the assets of WFSRC2 are not available to pay creditors of WFS, Westcorp and any Affiliate thereof.
Maintenance of Separate Corporate Existence. WII shall at all times hold itself out to the public, including the Company, WFS and the Bank, under WII's own name and as a separate and distinct entity from the Company, WFS and the Bank. At all times at least one director and one executive officer of WII (or one individual serving in both capacities) shall be a Person who is not a director, officer or employee of any Person owning beneficially more than 10% of the outstanding common stock of WII. WII shall maintain separate corporate records and books of account from those of the Company, WFS and the Bank, shall not commingle its assets with any other Person (except to the limited extent (if any) permitted by the approval of Financial Security) and shall authorize its corporate actions in accordance with applicable law. WII shall not engage in business transactions with any of its Affiliates on terms and conditions
Maintenance of Separate Corporate Existence. WFAL shall at all times hold itself out to the public, including WFS, WFSRC and the Bank, under WFAL's own name and as a separate and distinct entity from WFS, WFSRC and the Bank. At all times at least one director and one executive officer of WFAL (or one individual serving in both capacities) shall be a Person who is not a director, officer or employee of any Person owning beneficially more than 10% of the outstanding common stock of WFAL. WFAL shall maintain separate corporate records and books of account from those of WFS and the Bank, shall not commingle its assets with any other Person (except to the limited extent (if any) permitted by the approval of Financial Security) and shall authorize its corporate actions in accordance with applicable law. WFAL shall not engage in business transactions with any of its Affiliates on terms and conditions less favorable to WFAL than those available to WFAL for comparable transactions from Persons who are not Affiliates WFAL. WFAL shall maintain its chief executive office, principal place of business and the office where it keeps its records in the State of California and separate and apart from any office of the Master Servicer.
Maintenance of Separate Corporate Existence. WFSRC shall at all times hold itself out to the public, including WFS, WFAL and the Bank, under WFSRC's own name and as a separate and distinct entity from WFS, WFAL and the Bank. At all times at least one director and one executive officer of WFSRC (or one individual serving in both capacities) shall be a Person who is not a director,
Maintenance of Separate Corporate Existence. For purposes of Borrower's preparing an internal annual report under Section 6.1, the quarterly reports under Section 6.2, the cash and covenant reports required under Section 6.4 and determining Borrower's compliance with the financial covenants set forth in Sections 5.10(i) through 5.10(v), Borrower shall maintain its own financial statements, balance sheets, income statements, statements of cash flow and other books and records separate from the financial statements, books and records of Arris; provided, however, that such reports and such separate financial statements, balance sheets, income statements, statements of cash flow and other books and records of Borrower may be internally prepared by Borrower and need not be audited by Borrower's outside auditors; provided, further, that Borrower's outside accountant audited annual reports under Section 6.1 and Borrower's public reports under Section 6.3 may be prepared by Borrower on a consolidated basis with Arris and Arris' and Borrower's respective Affiliates. All of Borrower's assets, including Borrower's Cash and Cash Equivalents, and all of Borrower's liabilities shall be maintained separate from, and not commingled or consolidated with, the assets or liabilities of Arris. Borrower shall maintain its own corporate existence and shall not consolidate with, merge into or convey or transfer its properties substantially as an entirety to any Affiliate (including, without limitation, Arris) without the Bank's prior written consent."
8. From and after the Effective Date, Section 8.1 is amended and restated in its entirety to read as follows:
