Common use of Nonconsolidation Clause in Contracts

Nonconsolidation. The 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 Originator or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Seller or the Issuer, and in such regard: (a) the Seller is not involved in the day-to-day management of the Originator or the Issuer; (b) the Seller maintains separate corporate records and books of account from the Originator and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuer; (c) the financial statements and books and records of the Seller prepared after the Issuance Date will reflect the separate existence of the Originator and the Issuer; (d) the Seller maintains its assets separately from the assets of the Originator and the Issuer (including through the maintenance of a separate bank account), the Seller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer and the separate creditors of the Originator and the Issuer will be entitled to be satisfied out of the Originator's and the Issuer's respective assets prior to any value in the Originator or the Issuer becoming available to the Originator's or the Issuer's equityholders or the Seller's creditors; (e) all business correspondence of the Seller and other communications are conducted in the Seller's own name and on its own stationery; and (f) neither the Originator nor the Issuer acts as an agent of the Seller in any capacity and the Seller does not act as agent for the Originator or the Issuer, but instead presents itself to the public as a corporation separate from the Originator and the Issuer.

Nonconsolidation. The Seller Transferor is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with the Originator or the Issuer and Issuer, such that the separate existence of any of the Originator, the Seller or Transferor and the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Seller Transferor or the Issuer, and in such regard: (a) the Seller Transferor is not involved in the day-to-day management of the Originator or the Issuer; (b) the Seller Transferor maintains separate corporate records and books of account from the Originator and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuer; (c) the financial statements and books and records of the Seller Transferor prepared after the Issuance Date will reflect the separate existence of the Originator and the Issuer; (d) the Seller Transferor maintains its assets separately from the assets of the Originator and the Issuer (including through the maintenance of a separate bank account), the SellerTransferor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer and the separate creditors of the Originator Transferor and the Issuer will be entitled to be satisfied out of the OriginatorTransferor's and the Issuer's respective assets prior to any value in the Originator Transferor or the Issuer becoming available to the Originator's or the Issuer's equityholders or the SellerTransferor's creditors; (e) all business correspondence of the Seller Transferor and other communications are conducted in the SellerTransferor's own name and on its own stationery; and (f) neither the Originator nor the Issuer acts does not act as an agent of the Seller Transferor in any capacity and the Seller Transferor does not act as agent for the Originator or the Issuer, but instead presents itself to the public as a corporation separate from the Originator and the Issuer.

Nonconsolidation. The Seller is and at all times since its incorporation has been operated shall operate in such a manner that it would not be substantively consolidated with the Originator or the Issuer and such that the separate corporate existence of any of the Originator, the Seller or the Issuer and each Originator and Affiliate thereof would not be disregarded in the event of a the bankruptcy or insolvency of any Originator and Affiliate thereof and, without limiting the Seller or generality of the Issuer, and in such regardforegoing: (ai) the Seller shall not engage in any activity other than those activities expressly permitted under the Seller’s organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is not involved in a party and, with the day-to-day management prior written consent of the Originator Agent, any other agreement necessary to carryout more effectively the provisions and purposes hereof or the Issuerthereof; (bii) the Seller maintains shall maintain a business office (maintained within the offices of the Collection Agent) separate corporate records and books from that of account from each of the Originator and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the IssuerAffiliates thereof; (ciii) the Seller shall cause the financial statements and books and records of the Seller prepared after and the Issuance Date will Originator to reflect the separate corporate existence of the Originator and the IssuerSeller; (div) the Seller maintains its assets separately from shall except as otherwise expressly permitted hereunder, under the assets of other Transaction Documents and under the Seller’s organizational documents, the Seller shall not permit any Originator and or Affiliate thereof to (A) pay the Issuer Seller’s expenses (including through other than expenses that are to be promptly reimbursed by the maintenance of a separate bank accountSeller), (B) guarantee the Seller's ’s obligations, or (C) advance funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer and the separate creditors of the Originator and the Issuer will be entitled to be satisfied out of the Originator's and the Issuer's respective assets prior to any value in the Originator or the Issuer becoming available to the Originator's Seller for the payment of expenses or the Issuer's equityholders or the Seller's creditors; (e) all business correspondence of the Seller and other communications are conducted in the Seller's own name and on its own stationeryotherwise; and (fv) neither the Originator nor the Issuer acts as an agent of the Seller in any capacity and the Seller does will not act as agent for the any Originator or the IssuerAffiliate, but instead presents that will not present itself to the public as a corporation that is not separate from each such Person and independently engaged in the Originator business of purchasing and the Issuerfinancing Receivables.

Nonconsolidation. The Seller Originator is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with either the Originator Seller or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Originator or the Seller or the Issuer, and in such regard: (a) the Seller Originator is not involved in the day-to-day management of the Originator Seller or the Issuer; (b) the Seller Originator maintains separate corporate records and books of account from the Originator Seller and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator Seller and the Issuer; (c) the financial statements and books and records of the Seller Originator prepared after the Issuance Date will reflect the separate existence of the Originator Seller and the Issuer; (d) the Seller Originator maintains its assets separately from the assets of the Originator Seller and the Issuer (including through the maintenance of a separate bank account), the SellerOriginator's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or Seller and the Issuer and the separate creditors of the Originator Seller and the Issuer will be entitled to be satisfied out of the OriginatorSeller's and the Issuer's respective assets prior to any value in the Originator Seller or the Issuer becoming available to the OriginatorSeller's or the Issuer's equityholders or the SellerOriginator's creditors; (e) all business correspondence of the Seller Originator and other communications are conducted in the SellerOriginator's own name and on its own stationery; and (f) neither the Originator Seller nor the Issuer acts as an agent of the Seller Originator in any capacity and the Seller Originator does not act as agent for the Originator Seller or the Issuer, but instead presents itself to the public as a corporation separate from the Originator Seller and the Issuer; provided that the Originator is the Servicer hereunder and under agreements similar in nature to this Agreement.

Nonconsolidation. The 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 Originator or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Seller or the Issuer, and in such regard: (a) the Seller is not involved in the day-to-day management of the Originator or the Issuer; (b) the Seller maintains separate corporate records and books of account from the Originator and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuerformalities; (c) the financial statements and books and records of the Seller prepared after the Issuance Date will reflect the separate existence of the Originator and the Issuer; (d) the Seller maintains its assets separately from the assets of the Originator and the Issuer (including through the maintenance of a separate bank account), the Seller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer (except temporarily as permitted by Section 4.01(a) hereof) and the separate creditors of the Originator and the Issuer will be entitled to be satisfied out of the Originator's and the Issuer's respective assets prior to any value in the Originator or the Issuer becoming available to the Originator's or the Issuer's equityholders or the Seller's creditors; (e) all business correspondence of the Seller and other communications are conducted in the Seller's own name and on its own stationery; and (f) neither the Originator nor the Issuer acts as an agent of the Seller in any capacity and the Seller does not act as agent for the Originator or the Issuer, but instead presents itself to the public as a corporation separate from the Originator and the Issuer.

Nonconsolidation. The Seller Originator is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with either the Originator Seller or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Originator or the Seller or the Issuer, and in such regard: (a) the Seller Originator is not involved in the day-to-day management of the Originator Seller or the Issuer; (b) the Seller Originator maintains separate corporate records and books of account from the Originator Seller and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator Seller and the Issuer; (c) the financial statements and books and records of the Seller Originator prepared after the Issuance Date will reflect the separate existence of the Originator Seller and the Issuer; (d) the Seller Originator maintains its assets separately from the assets of the Originator Seller and the Issuer (including through the maintenance of a separate bank account), the SellerOriginator's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or Seller and the Issuer and the separate creditors of the Originator Seller and the Issuer will be entitled to be satisfied out of the OriginatorSeller's and the Issuer's respective assets prior to any value in the Originator Seller or the Issuer becoming available to the OriginatorSeller's or the Issuer's equityholders or the SellerOriginator's creditors; (e) all business correspondence of the Seller Originator and other communications are conducted in the SellerOriginator's own name and on its own stationery; and (f) neither the Originator Seller nor the Issuer acts as an agent of the Seller Originator in any capacity and the Seller Originator does not act as agent for the Originator Seller or the Issuer, but instead presents itself to the public as a corporation separate from the Originator Seller and the Issuer; provided that the Originator is the -------- Servicer hereunder and under agreements similar in nature to this Agreement.

Nonconsolidation. The Seller is and at all times since its incorporation has been operated will operate in such a manner that it would not be substantively consolidated with the Originator or the Issuer and such that the separate corporate existence of any of the Originator, the Seller or the Issuer and each Seller Entity and Affiliate thereof would not be disregarded in the event of a the bankruptcy or insolvency of any Seller Entity and Affiliate thereof and, without limiting the Seller or generality of the Issuer, and in such regardforegoing: (ai) the Seller will not engage in any activity other than those activities expressly permitted under the Seller's organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is not involved in a party and, with the day-to-day management prior written consent of the Originator Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or the Issuerthereof; (bii) the Seller maintains separate corporate records and books of account from the Originator and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuer; (c) will cause the financial statements and books and records of the Seller prepared after the Issuance Date will and each Seller Entity to reflect the separate corporate existence of the Originator and the IssuerSeller; (diii) except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller's organizational documents, the Seller will not permit any Seller Entity or Affiliate thereof to (A) pay the Seller's expenses, (B) guarantee the Seller's obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise; (iv) the Seller maintains its assets separately from the assets of the Originator and the Issuer (including through the maintenance of a separate bank account), the Seller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer and the separate creditors of the Originator and the Issuer will be entitled to be satisfied out of the Originator's and the Issuer's respective assets prior to any value in the Originator or the Issuer becoming available to the Originator's or the Issuer's equityholders or the Seller's creditors; (e) all business correspondence of the Seller and other communications are conducted in the Seller's own name and on its own stationery; and (f) neither the Originator nor the Issuer acts as an agent of the Seller in any capacity and the Seller does not act as agent for the Originator any Seller Entity or the IssuerAffiliate, but instead presents will present itself to the public as a corporation separate from each such Person and independently engaged in the Originator business of purchasing and financing Receivables; and (v) the IssuerSeller will always have an independent director on its Board of Directors.

Nonconsolidation. The Seller 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 Originator or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Seller or the Issuer, and in such regard: (a) the Seller is not involved in the day-to-day management of the Originator or the Issuer; (b) the Seller maintains separate corporate records and books of account from the Originator and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuerformalities; (c) the financial statements and books and records of the Seller prepared after the Issuance Date will reflect the separate existence of the Originator and the Issuer; (d) the Seller maintains its assets separately from the assets of the Originator and the Issuer (including through the maintenance of a separate bank account), the Seller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer (except temporarily as permitted by Section 4.01(a) hereof) and the separate creditors of the Originator and the Issuer will be entitled to be satisfied out of the Originator's and the Issuer's respective assets prior to any value in the Originator or the Issuer becoming available to the Originator's or the Issuer's equityholders or the Seller's creditors; (e) all business correspondence of the Seller and other communications are conducted in the Seller's own name and on its own stationery; and (f) neither the Originator nor the Issuer acts as an agent of the Seller in any capacity and the Seller does not act as agent for the Originator or the Issuer, but instead presents itself to the public as a corporation separate from the Originator and the Issuer.

Nonconsolidation. The Seller Issuer is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with the Originator or the Issuer and Contributor, such that the separate existence of any of the Originator, the Seller or the Issuer and Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Seller Issuer or the IssuerContributor, and in such regard, among other things: (a) the Seller Issuer is not involved in the day-to-day to day management of the Originator or the IssuerContributor; (b) the Seller Issuer maintains separate corporate company records and books of account from the Originator and the Issuer Contributor and otherwise observes corporate company formalities and has a separate business office from the Originator and the IssuerCompany; (c) the financial statements and books and records of the Seller Issuer prepared after the Issuance Date date of creation of Contributor reflect and will reflect the separate existence of the Originator and the IssuerContributor; (d) the Seller Issuer maintains its assets separately from the assets of the Originator and the Issuer Contributor (including through the maintenance of a separate bank account), the SellerIssuer's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer Contributor and the separate creditors of the Originator and the Issuer Contributor will be entitled to be satisfied out of the OriginatorContributor's and the Issuer's respective assets prior to any value in the Originator or the Issuer Contributor becoming available to the Originator's or the IssuerContributor's equityholders or the SellerIssuer's creditors; (e) all business correspondence of the Seller Issuer and other communications are conducted in the SellerIssuer's own name and on its own stationery; and; (f) neither the Originator nor the Issuer acts Contributor does not act as an agent of the Seller Issuer in any capacity and the Seller Issuer does not act as agent for the Originator or the IssuerContributor, but instead presents itself to the public as a corporation limited liability company separate from the Originator Contributor and the IssuerCompany; provided that Contributor is the Servicer under the Contribution and Servicing Agreement. (g) The Issuer shall not issue any securities or cause any Person of which it is the 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 not result in a Ratings Effect with respect to any class of Notes.

Nonconsolidation. The Seller Originator, is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with either the Originator Seller or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Originator or the Seller or the Issuer, and in such regard: (a) the Seller Originator is not involved in the day-to-day management of the Originator Seller or the Issuer; (b) the Seller Originator maintains separate corporate records and books of account from the Originator Seller and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuerformalities; (c) the financial statements and books and records of the Seller prepared after the Issuance Date Originator will reflect the separate existence of the Originator Seller and the Issuer; (d) the Seller Originator maintains its assets separately from the assets of the Originator Seller and the Issuer (including through the maintenance of a separate bank account), the SellerOriginator's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or Seller and the Issuer (except temporarily as permitted by Section 4.01(a) hereof), transactions between the Originator and the Seller are generally reflective of arm's length transactions, and the separate creditors of the Originator Seller and the Issuer will be entitled to be satisfied out of the OriginatorSeller's and the Issuer's respective assets prior to any value in the Originator Seller or the Issuer becoming available to the OriginatorSeller's or the Issuer's equityholders or the SellerOriginator's creditors; (e) all business correspondence of the Seller Originator and other communications are conducted in the SellerOriginator's own name and on its own stationery; and (f) neither the Originator Seller nor the Issuer acts as an agent of the Seller Originator in any capacity and the Seller Originator does not act as agent for the Originator Seller or the Issuer, but instead presents itself to the public as a corporation separate from the Originator Seller and the Issuer; provided that the Originator is the Servicer hereunder and under agreements similar in nature to this Agreement.

Nonconsolidation. The Seller Originator is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with either the Originator Seller or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Originator or the Seller or the Issuer, and in such regard: (a) the Seller Originator is not involved in the day-to-day management of the Originator Seller or the Issuer; (b) the Seller Originator maintains separate corporate records and books of account from the Originator Seller and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuerformalities; (c) the financial statements and books and records of the Seller Originator prepared after the Issuance Date will reflect the separate existence of the Originator Seller and the Issuer; (d) the Seller Originator maintains its assets separately from the assets of the Originator Seller and the Issuer (including through the maintenance of a separate bank account), the SellerOriginator's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or Seller and the Issuer (except temporarily as permitted by Section 4.01(a) hereof) and the separate creditors of the Originator Seller and the Issuer will be entitled to be satisfied out of the OriginatorSeller's and the Issuer's respective assets prior to any value in the Originator Seller or the Issuer becoming available to the OriginatorSeller's or the Issuer's equityholders or the SellerOriginator's creditors; (e) all business correspondence of the Seller Originator and other communications are conducted in the SellerOriginator's own name and on its own stationery; and (f) neither the Originator Seller nor the Issuer acts as an agent of the Seller Originator in any capacity and the Seller Originator does not act as agent for the Originator Seller or the Issuer, but instead presents itself to the public as a corporation separate from the Originator Seller and the Issuer; provided that the Originator is the Servicer hereunder and under agreements similar in nature to this Agreement.

Nonconsolidation. The Seller is Issuer is, and at all times since its incorporation formation has been operated in such a manner that it would not be substantively consolidated with the Originator or the Issuer Seller and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Seller Issuer or the Issuer, and in such regard: (ai) the Seller Issuer is not involved in the day-to-day management of the Originator or the IssuerSeller; (bii) the Seller Issuer maintains separate corporate records and books of account from the Originator and the Issuer Seller and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuerformalities; (ciii) the financial statements and books and records of the Seller prepared after the Issuance Date Issuer will reflect the separate existence of the Originator and the IssuerSeller; (div) the Seller Issuer maintains its assets separately from the assets of the Originator and the Issuer Seller (including through the maintenance of a separate bank account), the SellerIssuer's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer Seller (except temporarily as permitted by the Indenture and the Assignment and Servicing Agreement), the separate creditors of the Originator and or the Issuer Seller will be entitled to be satisfied out of the Originator's and the IssuerSeller's respective assets prior to any value in the Originator or the Issuer Seller becoming available to the Originator's or the IssuerSeller's equityholders or the SellerIssuer's creditorscreditors and transactions between the Issuer and the Seller and the Originator are generally reflective of fair market value transactions; (ev) all business correspondence of the Seller Issuer and other communications are conducted in the SellerIssuer's own name and on its own stationery; and (fvi) neither the Originator nor the Issuer Seller acts as an agent of the Seller Issuer in any capacity and the Seller Issuer does not act as agent for the Originator or the IssuerSeller, but instead presents itself to the public as a corporation limited liability company separate from the Originator and the Issuer.

Nonconsolidation. The Seller Originator is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with either the Originator Seller or the Issuer and Issuer, such that the separate existence of any of the Originator, Originator and the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Originator or the Seller or the Issuer, and in such regard: (a) the Seller Originator is not involved in the day-to-day management of the Originator Seller or the Issuer; (b) the Seller Originator maintains separate corporate records and books of account from the Originator Seller and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator Seller and the Issuer; (c) the financial statements and books and records of the Seller Originator prepared after the Issuance Date will reflect the separate existence of the Originator Seller and the Issuer; (d) the Seller Originator maintains its assets separately from the assets of the Originator Seller and the Issuer (including through the maintenance of a separate bank account), the SellerOriginator's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or Seller and the Issuer and the separate creditors of the Originator Seller and the Issuer will be entitled to be satisfied out of the OriginatorSeller's and the Issuer's respective assets prior to any value in the Originator Seller or the Issuer becoming available to the Originator's Seller or the Issuer's equityholders or the SellerOriginator's creditors; (e) all business correspondence of the Seller Originator and other communications are conducted in the SellerOriginator's own name and on its own stationery; and (f) neither the Originator nor Seller or the Issuer acts as an agent of the Seller Originator in any capacity and the Seller Originator does not act as agent for the Originator Seller or the Issuer, but instead presents itself to the public as a corporation separate from the Originator Seller and the Issuer; provided that the Originator is the Servicer hereunder and under agreements substantially the same as this Agreement.

Nonconsolidation. The Seller Issuer is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with the Originator or the Issuer and Contributor, such that the separate existence of any of the Originator, the Seller or the Issuer and Contributor would not be disregarded in the event of a bankruptcy or insolvency of the Seller Issuer or the IssuerContributor, and in such regard, among other things: (a) the Seller Issuer is not involved in the day-to-day to day management of the Originator or the IssuerContributor; (b) the Seller Issuer maintains separate corporate company records and books of account from the Originator and the Issuer Contributor and otherwise observes corporate company formalities and has a separate business office from the Originator Contributor (which may be at the same address as the Contributor, provided that the Issuer and the IssuerContributor 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 Seller Issuer prepared after the Issuance Date date of creation of the Issuer reflect and will reflect the separate existence of the Originator and the IssuerContributor; (d) the Seller Issuer maintains its assets separately from the assets of the Originator and the Issuer Contributor (including through the maintenance of a separate bank account), the SellerIssuer's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer Contributor and the separate creditors of the Originator and the Issuer Contributor will be entitled to be satisfied out of the OriginatorContributor's and the Issuer's respective assets prior to any value in the Originator or the Issuer Contributor becoming available to the Originator's or the IssuerContributor's equityholders or the SellerIssuer's creditors; (e) all business correspondence of the Seller Issuer and other communications are conducted in the SellerIssuer's own name and on its own stationery; and; (f) neither the Originator nor the Issuer acts Contributor does not act as an agent of the Seller Issuer in any capacity and the Seller Issuer does not act as agent for the Originator or the IssuerContributor, but instead presents itself to the public as a corporation limited liability company separate from the Originator Contributor and the IssuerCompany; provided that Contributor is the Servicer under the Contribution and Servicing Agreement; (g) the Issuer shall not issue any securities or cause any Person of which it is the sole shareholder or economic owner to issue any securities (other than the Notes or any Class F Instruments) unless it shall have received from the Rating Agencies a written confirmation that the issuance of such securities will not result in a Ratings Effect with respect to any class of Notes; (h) except as contemplated by the Transaction Documents or permitted by its operating agreement, the Issuer shall not pledge any of its assets for the benefit of any Person; and (i) except as contemplated by the Transaction Documents or permitted by its operating agreement (including, without limitation, any amounts payable to the Issuer or the Managing Member pursuant to Article III of the Indenture or any Predecessor Contract and the related Equipment), the assets of the Issuer shall be the Trust Property and the Issuer shall take such actions as may be necessary or advisable to protect the validity of the Grant of the Trust Property.

Nonconsolidation. The 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 Originator or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Seller or the Issuer, and in such regard: (a) the Seller is not involved in the day-to-day management of the Originator or the Issuer; (b) the Seller maintains separate corporate records and books of account from the Originator and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuer; (c) the financial statements and books and records of the Seller prepared after the Issuance Date will reflect the separate existence of the Originator and the Issuer; (d) the Seller maintains its assets separately from the assets of the Originator and the Issuer (including through the maintenance of a separate bank account), the Seller's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or the Issuer and the separate creditors of the Originator and the Issuer will be entitled to be satisfied out of the Originator's and the Issuer's respective assets prior to any value in the Originator or the Issuer becoming available to the Originator's or the Issuer's equityholders equity holders or the Seller's creditors; (e) all business correspondence of the Seller and other communications are conducted in the Seller's own name and on its own stationery; and (f) and neither the Originator nor the Issuer acts as an agent of the Seller in any capacity and the Seller does not act as agent for the Originator or the Issuer, but instead presents itself to the public as a corporation separate from the Originator and the Issuer.

Nonconsolidation. The Seller Originator is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with either the Originator Seller or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Originator or the Seller or the Issuer, and in such regard: (a) the Seller Originator is not involved in the day-to-day management of the Originator Seller or the Issuer; (b) the Seller Originator maintains separate corporate records and books of account from the Originator Seller and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator and the Issuerformalities; (c) the financial statements and books and records of the Seller Originator prepared after the Issuance Date will reflect the separate existence of the Originator Seller and the Issuer; (d) the Seller Originator maintains its assets separately from the assets of the Originator Seller and the Issuer (including through the maintenance of a separate bank account), the SellerOriginator's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or Seller and the Issuer (except temporarily as permitted by Section 4.01(a) hereof) and the separate creditors of the Originator Seller and the Issuer will be entitled to be satisfied out of the OriginatorSeller's and the Issuer's respective assets prior to any value in the Originator Seller or the Issuer becoming available to the OriginatorSeller's or the Issuer's equityholders or the SellerOriginator's creditors; (e) all business correspondence of the Seller Originator and other communications are conducted in the SellerOriginator's own name and on its own stationery; and (f) neither the Originator Seller nor the Issuer acts as an agent of the Seller Originator in any capacity and the Seller Originator does not act as agent for the Originator Seller or the Issuer, but instead presents itself to the public as a corporation separate from the Originator Seller and the Issuer; provided that the Originator is the Servicer -------- hereunder and under agreements similar in nature to this Agreement.

Nonconsolidation. The Seller Originator is and at all times since its incorporation has been operated in such a manner that it would not be substantively consolidated with either the Originator Seller or the Issuer and such that the separate existence of any of the Originator, the Seller or the Issuer would not be disregarded in the event of a bankruptcy or insolvency of the Originator or the Seller or the Issuer, and in such regard: (a) the Seller Originator is not involved in the day-to-day management of the Originator Seller or the Issuer; (b) the Seller Originator maintains separate corporate records and books of account from the Originator Seller and the Issuer and otherwise observes corporate formalities and has a separate business office from the Originator Seller and the Issuer; (c) the financial statements and books and records of the Seller Originator prepared after the Issuance Date will reflect the separate existence of the Originator Seller and the Issuer; (d) the Seller Originator maintains its assets separately from the assets of the Originator Seller and the Issuer (including through the maintenance of a separate bank account), the SellerOriginator's funds and assets, and records relating thereto, have not been and are not commingled with those of the Originator or Seller and the Issuer and the separate creditors of the Originator Seller and the Issuer will be entitled to be satisfied out of the OriginatorSeller's and the Issuer's respective assets prior to any value in the Originator Seller or the Issuer becoming available to the OriginatorSeller's or the Issuer's equityholders or the SellerOriginator's creditors; (e) all business correspondence of the Seller Originator and other communications are conducted in the SellerOriginator's own name and on its own stationery; and (f) neither the Originator Seller nor the Issuer acts as an agent of the Seller Originator in any capacity and the Seller Originator does not act as agent for the Originator Seller or the Issuer, but instead presents itself to the public as a corporation separate from the Originator Seller and the Issuer; provided that the Originator is the -------- Servicer hereunder and under agreements similar in nature to this Agreement.