Common use of Nonconsolidation Clause in Contracts

Nonconsolidation. The Transferor is operated in such a manner that it would not be substantively consolidated with the Contributor, such that the separate existence of the Transferor and the Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor or the Contributor, and in such regard, among other things: (a) the Transferor is not involved in the day to day management of the Contributor; (b) the Transferor maintains separate Transferor records and books of account from the Contributor and otherwise observes Transferor formalities and has a separate business office from the Contributor; (c) the financial statements and books and records of the Transferor prepared after the date of creation of the Contributor reflect and will reflect the separate existence of the Contributor; (d) the Transferor maintains its assets separately from the assets of the Contributor (including through the maintenance of a separate bank account), the Transferor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor and the separate creditors of the Contributor will be entitled to be satisfied out of the Contributor's assets prior to any value in the Contributor becoming available to the Contributor's equityholders or the Transferor's creditors; (e) all business correspondence of the Transferor and other communications are conducted in the Transferor's own name and on its own stationery; (f) the Contributor does not act as an agent of the Transferor in any capacity and the Transferor does not act as agent for the Contributor, but instead presents itself to the public as a corporation separate from the Contributor; PROVIDED that the Contributor is the Servicer hereunder; and (g) the Transferor will at all times maintain two Independent Directors (as such term is defined in the certificate of incorporation of the Transferor).

Nonconsolidation. The Transferor Issuer is operated in such a manner that it would not be substantively consolidated with the Contributor, such that the separate existence of the Transferor Issuer and the Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor Issuer or the Contributor, and in such regard, among other things: (a) the Transferor Issuer is not involved in the day to day management of the Contributor; (b) the Transferor Issuer maintains separate Transferor company records and books of account from the Contributor and otherwise observes Transferor company formalities and has a separate business office from the ContributorCompany; (c) the financial statements and books and records of the Transferor Issuer prepared after the date of creation of the Contributor reflect and will reflect the separate existence of the Contributor; (d) the Transferor Issuer maintains its assets separately from the assets of the Contributor (including through the maintenance of a separate bank account), the TransferorIssuer's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor and the separate creditors of the Contributor will be entitled to be satisfied out of the Contributor's assets prior to any value in the Contributor becoming available to the Contributor's equityholders or the TransferorIssuer's creditors; (e) all business correspondence of the Transferor Issuer and other communications are conducted in the TransferorIssuer's own name and on its own stationery; (f) the Contributor does not act as an agent of the Transferor Issuer in any capacity and the Transferor Issuer does not act as agent for the Contributor, but instead presents itself to the public as a corporation limited liability company separate from Contributor and the ContributorCompany; PROVIDED that the Contributor is the Servicer hereunder; andunder the Contribution and Servicing Agreement. (g) The Issuer shall not issue any securities or cause any Person of which it is the Transferor sole shareholder or economic owner to issue any securities (other than the Notes, any Class F Instruments and any securities issued prior to the Closing Date) unless it shall have received from the Rating Agencies a written confirmation that the issuance of such securities will at all times maintain two Independent Directors (as such term is defined not result in the certificate a Ratings Effect with respect to any class of incorporation of the Transferor)Notes.

Nonconsolidation. The Transferor Contributor is operated in such a manner that it would not be substantively consolidated with the ContributorTransferor or the Issuer, such that the separate existence of the Transferor Contributor and the Contributor Transferor or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Contributor or the Transferor or the ContributorIssuer, and in such regard, among other things: (a) the Transferor Contributor is not involved in the day to day management of the ContributorTransferor or the Issuer; (b) the Transferor Contributor maintains separate Transferor corporate records and books of account from the Contributor Transferor and the Issuer and otherwise observes Transferor corporate formalities and has a separate business office from the ContributorTransferor and the Issuer; (c) the financial statements and books and records of the Transferor Contributor prepared after the date respective dates of creation of the Contributor Transferor and the Issuer reflect and will reflect the separate existence of the ContributorTransferor and the Issuer; (d) the Transferor Contributor maintains its assets separately from the assets of the Contributor Transferor and the Issuer (including through the maintenance of a separate bank account), the TransferorContributor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor Transferor or the Issuer and the separate creditors of the Contributor Transferor and the Issuer will be entitled to be satisfied out of the ContributorTransferor's assets or the Issuer's assets, respectively, prior to any value in the Contributor Transferor becoming available to the ContributorTransferor's equityholders or the TransferorContributor's creditors; (e) all business correspondence of the Transferor Contributor and other communications are conducted in the TransferorContributor's own name and on its own stationery; (f) the Contributor does Transferor and the Issuer do not act as an agent of the Transferor Contributor in any capacity and the Transferor Contributor does not act as agent for the ContributorTransferor or the Issuer, but instead presents itself to the public as a corporation separate from the ContributorTransferor and the Issuer; PROVIDED that the Contributor is the Servicer hereunder; and (g) the Transferor will at all times maintain two Independent Directors (as such term is defined not engaged in any other activities other than the certificate of incorporation of transactions contemplated by the Transferor)Transaction Documents.

Nonconsolidation. The Transferor Company is operated in such a manner that it would not be substantively consolidated with the Contributor, such that the separate existence of the Transferor Company and the Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor Company or the Contributor, and in such regard, among other things: (a) the Transferor Company is not involved in the day to day management of the Contributor; (b) the Transferor Company maintains separate Transferor corporate records and books of account from the Contributor and otherwise observes Transferor corporate formalities and has a separate business office from Contributor (which may be at the same address as Contributor; PROVIDED that the Company and Contributor have entered into a written agreement specifying a reasonable allocation of expenses with respect to overhead and other shared costs with respect to such premises or a lease agreement); (c) the financial statements and books and records of the Transferor Company prepared after the date of creation of the Contributor reflect and will reflect the separate existence of the Contributor; (d) the Transferor Company maintains its assets separately from the assets of the Contributor (including through the maintenance of a separate bank account), the TransferorCompany's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor and the separate creditors of the Contributor will be entitled to be satisfied out of the Contributor's assets prior to any value in the Contributor becoming available to the Contributor's equityholders or the TransferorCompany's creditors; (e) all business correspondence of the Transferor Company and other communications are conducted in the TransferorCompany's own name and on its own stationery; (f) the Contributor does not act as an agent of the Transferor Company in any capacity and the Transferor Company does not act as agent for the Contributor, but instead presents itself to the public as a corporation separate from the Contributor; PROVIDED that the Contributor is the Servicer hereunderunder the Amended and Restated Contribution and Servicing Agreement; and (g) the Transferor Company will at all times maintain two Independent Directors (as cause its accounting records to be clearly and unambiguously marked to show that such term is defined in Contract has been transferred by the certificate of incorporation Company to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Transferor)Noteholders.

Nonconsolidation. The Transferor is operated in such a manner that it would not be substantively consolidated with the Contributor, such that the separate existence of the Transferor and the Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor or the Contributor, and in such regard, among other things: (a) the Transferor is not involved in the day to day management of the Contributor; (b) the Transferor maintains separate Transferor records and books of account from the Contributor and otherwise observes Transferor formalities and has a separate business office from the Contributor; (c) the financial statements and books and records of the Transferor prepared after the date of creation of the Contributor reflect and will reflect the separate existence of the Contributor; (d) the Transferor maintains its assets separately from the assets of the Contributor (including through the maintenance of a separate bank account), the Transferor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor and the separate creditors of the Contributor will be entitled to be satisfied out of the Contributor's assets prior to any value in the Contributor becoming available to the Contributor's equityholders or the Transferor's creditors; (e) all business correspondence of the Transferor and other communications are conducted in the Transferor's own name and on its own stationery; (f) the Contributor does not act as an agent of the Transferor in any capacity and the Transferor does not act as agent for the Contributor, but instead presents itself to the public as a corporation separate from the Contributor; PROVIDED provided that the Contributor is the Servicer hereunder; and (g) the Transferor will at all times maintain two Independent Directors (as such term is defined in the certificate of incorporation of the Transferor).

Nonconsolidation. The Transferor Company is operated in such a manner that it would not be substantively consolidated with the Contributor, such that the separate existence of the Transferor Company and the Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor Company or the Contributor, and in such regard, among other things: (a) the Transferor Company is not involved in the day to day management of the Contributor; (b) the Transferor Company maintains separate Transferor corporate records and books of account from the Contributor and otherwise observes Transferor corporate formalities and has a separate business office from Contributor (which may be at the same address as Contributor, PROVIDED that the Company and Contributor have entered into a written agreement specifying a reasonable allocation of expenses with respect to overhead and other shared costs with respect to such premises or a lease agreement); (c) the financial statements and books and records of the Transferor Company prepared after the date of creation of the Contributor reflect and will reflect the separate existence of the Contributor; (d) the Transferor Company maintains its assets separately from the assets of the Contributor (including through the maintenance of a separate bank account), the TransferorCompany's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor and the separate creditors of the Contributor will be entitled to be satisfied out of the Contributor's assets prior to any value in the Contributor becoming available to the Contributor's equityholders or the TransferorCompany's creditors; (e) all business correspondence of the Transferor Company and other communications are conducted in the TransferorCompany's own name and on its own stationery; (f) the Contributor does not act as an agent of the Transferor Company in any capacity and the Transferor Company does not act as agent for the Contributor, but instead presents itself to the public as a corporation separate from the Contributor; , PROVIDED that the Contributor is the Servicer hereunder; andunder the Contribution and Servicing Agreement; (g) the Transferor Company has caused its accounting records to be clearly and unambiguously marked to show that such Contract has been transferred by the Company to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders and the Swap Provider; and (h) the Company will at all times maintain two Independent Directors (as such term is defined in the certificate of incorporation of the TransferorCompany).

Nonconsolidation. The Transferor Company is operated in such a manner that it would not be substantively consolidated with the Contributor, such that the separate existence of the Transferor Company and the Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor Company or the Contributor, and in such regard, among other things: (a) the Transferor Company is not involved in the day to day management of the Contributor; (b) the Transferor Company maintains separate Transferor corporate records and books of account from the Contributor and otherwise observes Transferor corporate formalities and has a separate business office from Contributor (which may be at the same address as Contributor, provided that the Company and Contributor have entered into a written agreement specifying a reasonable allocation of expenses with respect to overhead and other shared costs with respect to such premises or a lease agreement); (c) the financial statements and books and records of the Transferor Company prepared after the date of creation of the Contributor reflect and will reflect the separate existence of the Contributor; (d) the Transferor Company maintains its assets separately from the assets of the Contributor (including through the maintenance of a separate bank account), the TransferorCompany's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor and the separate creditors of the Contributor will be entitled to be satisfied out of the Contributor's assets prior to any value in the Contributor becoming available to the Contributor's equityholders or the TransferorCompany's creditors; (e) all business correspondence of the Transferor Company and other communications are conducted in the TransferorCompany's own name and on its own stationery; (f) the Contributor does not act as an agent of the Transferor Company in any capacity and the Transferor Company does not act as agent for the Contributor, but instead presents itself to the public as a corporation separate from the Contributor; PROVIDED , provided that the Contributor is the Servicer hereunderunder the Contribution and Servicing Agreement; and (g) the Transferor will at all times maintain two Independent Directors (as Company has caused its accounting records to be clearly and unambiguously marked to show that such term is defined in Contract has been transferred by the certificate of incorporation Company to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Transferor)Noteholders.

Nonconsolidation. The Transferor Contributor is operated in such a manner that it would not be substantively consolidated with the ContributorTransferor or the Issuer, such that the separate existence of the Transferor Contributor and the Contributor Transferor or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Contributor or the Transferor or the ContributorIssuer, and in such regard, among other things: (a) the Transferor Contributor is not involved in the day to day management of the ContributorTransferor or the Issuer; (b) the Transferor Contributor maintains separate Transferor corporate records and books of account from the Contributor Transferor and the Issuer and otherwise observes Transferor corporate formalities and has a separate business office from the ContributorTransferor and the Issuer; (c) the financial statements and books and records of the Transferor Contributor prepared after the date respective dates of creation of the Contributor Transferor and the Issuer reflect and will reflect the separate existence of the ContributorTransferor and the Issuer; (d) the Transferor Contributor maintains its assets separately from the assets of the Contributor Transferor and the Issuer (including through the maintenance of a separate bank account), the TransferorContributor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor Transferor or the Issuer and the separate creditors of the Contributor Transferor and the Issuer will be entitled to be satisfied out of the ContributorTransferor's assets or the Issuer's assets, respectively, prior to any value in the Contributor Transferor becoming available to the ContributorTransferor's equityholders or the TransferorContributor's creditors; (e) all business correspondence of the Transferor Contributor and other communications Communications are conducted in the TransferorContributor's own name and on its own stationery; (f) the Contributor does Transferor and the Issuer do not act as an agent of the Transferor Contributor in any capacity and the Transferor Contributor does not act as agent for the ContributorTransferor or the Issuer, but instead presents itself to the public as a corporation separate from the ContributorTransferor and the Issuer; PROVIDED that the Contributor is the Servicer hereunder; and (g) the Transferor will at all times maintain two Independent Directors (as such term is defined not engaged in any other activities other than the certificate of incorporation of transactions contemplated by the Transferor)Transaction Documents.

Nonconsolidation. The Transferor Seller is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with the ContributorTransferor, such that the separate existence of the Transferor Seller and the Contributor Transferor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor Seller or the ContributorTransferor, and in such regard, among other things: (a) the Transferor Seller is not involved in the day to day-to-day management of the ContributorTransferor; (b) the Transferor Seller maintains separate Transferor corporate records and books of account from the Contributor Transferor and otherwise observes Transferor corporate formalities and has a separate business office from the ContributorTransferor; (c) the financial statements and books and records of the Transferor Seller prepared after the date of creation of the Contributor reflect and Issuance Date will reflect the separate existence of the ContributorTransferor; (d) the Transferor Seller maintains its assets separately from the assets of the Contributor Transferor (including through the maintenance of a separate bank account), the TransferorSeller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor Transferor and the separate creditors of the Contributor Seller and the Transferor will be entitled to be satisfied out of the ContributorSeller's and the Transferor's assets prior to any value in the Contributor Seller or the Transferor becoming available to the ContributorTransferor's equityholders or the TransferorSeller's creditors; (e) all business correspondence of the Transferor Seller and other communications are conducted in the TransferorSeller's own name and on its own stationery;; and (f) the Contributor Transferor does not act as an agent of the Transferor Seller in any capacity and the Transferor Seller does not act as agent for the ContributorTransferor, but instead presents itself to the public as a corporation separate from the Contributor; PROVIDED that the Contributor is the Servicer hereunder; and (g) the Transferor will at all times maintain two Independent Directors (as such term is defined in the certificate of incorporation of the Transferor).

Nonconsolidation. The Transferor Contributor is operated in such a manner that it would not be substantively consolidated with the ContributorTransferor or the Issuer, such that the separate existence of the Transferor Contributor and the Contributor Transferor or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Contributor or the Transferor or the ContributorIssuer, and in such regard, among other things: (a) the Transferor Contributor is not involved in the day to day management of the ContributorTransferor or the Issuer; (b) the Transferor Contributor maintains separate Transferor corporate records and books of account from the Contributor Transferor and the Issuer and otherwise observes Transferor corporate formalities and has a separate business office from the ContributorTransferor and the Issuer; (c) the financial statements and books and records of the Transferor Contributor prepared after the date respective dates of creation of the Contributor Transferor and the Issuer reflect and will reflect the separate existence of the ContributorTransferor and the Issuer; (d) the Transferor Contributor maintains its assets separately from the assets of the Contributor Transferor and the Issuer (including through the maintenance of a separate bank account), the TransferorContributor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor Transferor or the Issuer and the separate creditors of the Contributor Transferor and the Issuer will be entitled to be satisfied out of the ContributorTransferor's assets or the Issuer's assets, respectively, prior to any value in the Contributor Transferor becoming available to the ContributorTransferor's equityholders or the TransferorContributor's creditors; (e) all business correspondence of the Transferor Contributor and other communications are conducted in the TransferorContributor's own name and on its own stationery; (f) the Contributor does Transferor and the Issuer do not act as an agent of the Transferor Contributor in any capacity and the Transferor Contributor does not act as agent for the ContributorTransferor or the Issuer, but instead presents itself to the public as a corporation separate from the ContributorTransferor and the Issuer; PROVIDED PROVIDED, HOWEVER, the Transferor and its successors and assigns acknowledge that the Contributor is acting as the Servicer hereunder; and (g) the Transferor will at all times maintain two Independent Directors (as such term is defined not engaged in any other activities other than the certificate of incorporation of transactions contemplated by the Transferor)Transaction Documents.

Nonconsolidation. The Transferor Company is operated in such a manner that it would not be substantively consolidated with the Contributor, such that the separate existence of the Transferor Company and the Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Transferor Company or the Contributor, and in such regard, among other things: (a) the Transferor Company is not involved in the day to day management of the Contributor; (b) the Transferor Company maintains separate Transferor corporate records and books of account from the Contributor and otherwise observes Transferor corporate formalities and has a separate business office from Contributor (which may be at the same address as the Contributor, provided that the Company and Contributor have entered into a written agreement specifying a reasonable allocation of expenses with respect to overhead and other shared costs with respect to such premises or a lease agreement); (c) the financial statements and books and records of the Transferor Company prepared after the date of creation of the Contributor Company reflect and will reflect the separate existence of the Contributor; (d) the Transferor Company maintains its assets separately from the assets of the Contributor (including through the maintenance of a separate bank account), the TransferorCompany's funds and assets, and records relating thereto, have not been and are not commingled with those of the Contributor and the separate creditors of the Contributor will be entitled to be satisfied out of the Contributor's assets prior to any value in the Contributor becoming available to the Contributor's equityholders or the TransferorCompany's creditors; (e) all business correspondence of the Transferor Company and other communications are conducted in the TransferorCompany's own name and on its own stationery; (f) the Contributor does not act as an agent of the Transferor Company in any capacity and the Transferor Company does not act as agent for the Contributor, but instead presents itself to the public as a corporation separate from the Contributor; PROVIDED , provided that the Contributor is the Servicer hereunder; andunder the Contribution and Servicing Agreement; (g) the Transferor Company has caused its accounting records to be clearly and unambiguously marked to show that each Contract has been transferred by the Company to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders and the Swap Providers; (h) the Company will at all times maintain two Independent Directors (as such term is defined in the certificate of incorporation of the TransferorCompany); and (i) except as contemplated by the Transaction Documents and its certificate of incorporation (including, without limitation, any assets that may be distributed to it pursuant to the Transaction Documents or any Predecessor Contract and its related Equipment), the assets of the Company shall be the Company Assets and the Company shall take such actions as may be necessary or advisable to effect the transfers contemplated hereby and protect the validity of any security interest granted hereunder.