Common use of Maintenance of Separate Existence Clause in Contracts

Maintenance of Separate Existence. The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Members and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person, and shall not commingle the Company's assets with those of any Affiliate of the Company or any other Person. In furtherance, and not in limitation, of the foregoing, the Company shall not: (a) Authorize or permit any Person, other than the Chief Executive Officer, to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's members or managing member would customarily be responsible; (b) Fail (i) to maintain, or cause to be maintained by an agent under the Company's control, physical possession of all its books and records, (ii) to maintain capitalization adequate for the conduct of its business, (iii) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of administrative expenses and taxes, other than income taxes, from its own assets, or (iv) to the extent practicable, to identify or cause to be identified, on its books and records or otherwise, separately all of its assets from those of any other Person; (c) Except as contemplated by the preceding clause (b) or Section 4.03, commingle or permit the commingling of its funds with the funds of any Member or any Affiliate of any Member or use its funds for other than the Company Business; or (d) Except as contemplated by Section 4.03, maintain or permit the maintenance of joint bank accounts or other depository accounts to which any Member would have independent access.

Maintenance of Separate Existence. (a) The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Members and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person, and shall not commingle the Company's ’s assets with those of any Affiliate of the Company or any other Person. In furtherance, and not in limitation, of the foregoing, the Company shall not: (ai) Authorize or permit any Person, Person other than the Chief Executive OfficerBoard of Managers and the Officers as provided herein, to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's ’s members or managing member would customarily be responsible; (bii) Fail (iA) to maintain, maintain or cause to be maintained by an agent under the Company's control, ’s control physical possession of all its books and records, (iiB) to maintain capitalization adequate for the conduct of its business, (iiiC) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of administrative expenses and taxes, other than income taxes, from its own assets, or (ivd) to the extent practicable, to identify or cause to be identified, on its books and records or otherwise, identified separately all of its assets from those of any other Person; (ciii) Except as contemplated by the preceding clause (b) or Section 4.03Commingle, commingle or permit the commingling of of, its funds with the funds of any Member or any Affiliate of any Member or use its funds for other than the Company BusinessCompany’s uses; or (div) Except as contemplated by Section 4.03Maintain, maintain or permit the maintenance of of, joint bank accounts or other depository accounts to which any Member would have independent access.

Maintenance of Separate Existence. The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Members and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person, and shall not commingle the Company's assets with those of any Affiliate of the Company or any other Person. In furtherance, and not in limitation, of the foregoing, the Company shall not: (a) Authorize or permit any Person, Person other than the Chief Executive Officer, CEO to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's members or managing member would customarily be responsible; (b) Fail (i) to maintain, maintain or cause to be maintained by an agent under the Company's control, control physical possession of all its books and records, (ii) to maintain capitalization adequate for the conduct of its business, (iii) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of administrative expenses and taxes, other than income taxes, from its own assets, or (iv) to the extent practicable, to identify or cause to be identified, on its books and records or otherwise, identified separately all of its assets from those of any other Person; (c) Except as contemplated by the preceding clause (b) or Section 4.03Commingle, commingle or permit the commingling of of, its funds with the funds of any Member or any Affiliate of any Member or use its funds for other than the Company BusinessCompany's uses; or (d) Except as contemplated by Section 4.03Maintain, maintain or permit the maintenance of of, joint bank accounts or other depository accounts to which any Member would have independent access.

Maintenance of Separate Existence. The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Members and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person, and shall not commingle the Company's assets with those of any Affiliate of the Company or any other Person. In furtherance, and not in limitation, of the foregoing, the Company shall not: (a) Authorize or permit any Person, Person other than the Chief Executive Officer, President to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's members or managing member would customarily be responsible; (b) Fail (i) to maintain, maintain or cause to be maintained by an agent under the Company's control, control physical possession of all its books and records, (ii) to maintain capitalization adequate for the conduct of its business, (iii) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of administrative expenses and taxes, other than income taxes, from its own assets, or (iv) to the extent practicable, to identify or cause to be identified, on its books and records or otherwise, identified separately all of its assets from those of any other Person; (c) Except as contemplated by the preceding clause (b) or Section 4.034.04, commingle commingle, or permit the commingling of of, its funds with the funds of any Member or any Affiliate of any Member or use its funds for other than the Company BusinessCompany's uses; or (d) Except as contemplated by Section 4.034.04, maintain maintain, or permit the maintenance of of, joint bank accounts or other depository accounts to which any Member would have independent access.. 12 6 ARTICLE IV CAPITAL CONTRIBUTIONS, DEDICATION OF ASSETS, CAPITAL ACCOUNTS AND ADVANCES

Maintenance of Separate Existence. The Company shall (i) Fail to do all things necessary to maintain its limited liability company existence separate and apart from each Member the Seller, and any Affiliate of any Memberthereof, including including, without limitation, holding regular meetings of the its Members and maintaining its appropriate books and records on (including a current basis separate from that minute book); (ii) except as required by law or the Transaction Documents, suffer any limitation on the authority of its own Members to conduct its business and affairs in accordance with the independent business judgment of their officers and directors or authorize or suffer any Affiliate of the Company or any other Person, and shall not commingle the Company's assets with those of any Affiliate of the Company or any other Person. In furtherance, and not in limitation, of the foregoing, the Company shall not: (a) Authorize or permit any Person, Person other than the Chief Executive Officer, its own Members to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's members or managing member own Members would customarily be responsible; ; (biii) Fail fail to (iA) to maintain, maintain or cause to be maintained by an agent of the Issuer under the CompanyIssuer's control, control physical possession of all its itS books and records, (iiB) to maintain capitalization adequate for the conduct of its business, (iiiC) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of all payroll, administrative expenses and taxes, other than income taxesif any, from its own assets, or (ivD) to the extent practicable, to segregate and identify or cause to be identified, on its books and records or otherwise, separately all of its assets from those of any other Person; , (cE) Except as contemplated by to the preceding clause extent any such payments are made, pay its employees, Members and agents for services performed for the Issuer or (bF) or Section 4.03, commingle or permit maintain Members and maintain separate offices with a separate telephone number from those of the commingling of its funds with the funds of any Member Seller or any Affiliate of the Seller; or (iv) commingle its funds with those of the Seller or any Member Affiliate of the Seller or use its funds for other than the Company Business; or (d) Except Issuer's uses except as contemplated permitted by Section 4.03, maintain or permit the maintenance of joint bank accounts or other depository accounts to which any Member would have independent accessPurchase and Servicing Agreement.

Maintenance of Separate Existence. The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Members and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person, and shall not commingle the Company's assets with those of any Affiliate of the Company or any other Person. In furtherance, and not in limitation, of the foregoing, the Company shall not: (ai) Authorize or permit any Person, Person other than the Chief Executive OfficerBoard of Managers and the Officers as provided herein, to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's members or managing member would customarily be responsible; (bii) Fail (ia) to maintain, maintain or cause to be maintained by an agent under the Company's control, control physical possession of all its books and records, (iib) to maintain capitalization adequate for the conduct of its business, (iiic) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of administrative expenses and taxes, other than income taxes, from its own assets, or (ivd) to the extent practicable, to identify or cause to be identified, on its books and records or otherwise, identified separately all of its assets from those of any other Person; (ciii) Except as contemplated by the preceding clause (b) or Section 4.03Commingle, commingle or permit the commingling of of, its funds with the funds of any Member or any Affiliate of any Member or use its funds for other than the Company BusinessCompany's uses; or (div) Except as contemplated by Section 4.03Maintain, maintain or permit the maintenance of of, joint bank accounts or other depository accounts to which any Member would have independent access.

Maintenance of Separate Existence. The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Members Board and maintaining its books and records on a current basis separate from that of any Affiliate Member of the Company or any other Personperson, and shall not commingle the Company's assets of the Company and its subsidiaries with those of any Affiliate of the Company Member or any other Personperson. In furtherance, and not in limitation, of the foregoing, the Company shall not: (a) Authorize i. authorize or permit any Person, Person other than the Chief Executive Board and/or the officers who have been appointed by the Board (each an “Officer” and collectively herein, the “Officers”), to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's ’s members, managing members or managing member managers would customarily be responsible; ii. fail to: (bA) Fail (i) to maintain, maintain or cause to be maintained by an agent under the Company's control, ’s control physical possession of all its books and records, (iiB) to maintain capitalization adequate for the conduct of its business, (iiiC) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of administrative expenses and taxes, other than income taxes, from its own assets, or (ivD) to the extent practicable, to identify or cause to be identified, on its books and records or otherwise, identified separately all of its assets from those of any other Person; (c) Except as contemplated by the preceding clause (b) or Section 4.03iii. commingle, commingle or permit the commingling of of, its funds with the funds of any Member or any Affiliate of any Member or use its funds for other than the Company BusinessCompany’s uses; or (d) Except as contemplated by Section 4.03iv. maintain, maintain or permit the maintenance of of, joint bank accounts or other depository accounts to which any Member or any Affiliate of any Member would have independent access, except in their capacity as Managers or Officers.

Maintenance of Separate Existence. The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member and any Affiliate of any Member, including holding regular meetings of the Members and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person, and shall not commingle the Company's assets with those of any Affiliate of the Company or any other Person. In furtherance, and not in limitation, of the foregoing, the Company shall not: (a) a. Authorize or permit any Person, Person other than the Chief Executive Officer, Officer to act on its own behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's members or managing member would customarily be responsible; (b) Fail b. Fail (i) to maintain, maintain or cause to be maintained by an agent under the Company's control, control physical possession of all its books and records, (ii) to maintain capitalization adequate for the conduct of its business, (iii) to account for and manage all of its liabilities separately from those of any other Person, including payment by it of administrative expenses and taxes, other than income taxes, from its own assets, or (iv) to the extent practicable, to identify or cause to be identified, on its books and records or otherwise, identified separately all of its assets from those of any other Person; (c) c. Except as contemplated by the preceding clause (b) or Section 4.033.04, commingle commingle, or permit the commingling of of, its funds with the funds of any Member or any Affiliate of any Member or use its funds for other than the Company BusinessCompany's uses; or (d) d. Except as contemplated by Section 4.033.04, maintain maintain, or permit the maintenance of of, joint bank accounts or other depository accounts to which any Member would have independent access.