Common use of Operation of Transferor Clause in Contracts

Operation of Transferor. Each of the Transferors shall be operated in such a manner that it should not be substantively consolidated in the trust estate of another Person (that is, such that the separate legal existence of such Transferor and such Person should be disregarded) and in that regard, each Transferor shall: (i) not engage in any action that would cause the separate legal identity of such Transferor not to be respected, including, without limitation, (x) holding itself out as being liable for the debts of any other party or (y) acting other than through its duly authorized agents; (ii) not incur, assume or guarantee any indebtedness except for such indebtedness as may be incurred by such Transferor in connection with the issuance of the Pledged Notes or as otherwise permitted by the Note Insurer; (iii) not commingle its funds with those of any other entity; (iv) act solely in its name in the conduct of its business and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (v) maintain company records and books of account and shall not commingle its company records and books of account with the records and books of account of any entity; (vi) not engage in any business or activity other than in connection with or relating to the activities allowed by its Certificate of Formation and/or Limited Liability Company Agreement; (vii) not form, or cause to be formed, any subsidiaries; (viii) comply with all restrictions and covenants in, and shall not fail to comply with the corporate formalities established in, the Certificate of Formation and/or Limited Liability Company Agreement; (ix) maintain separate bank accounts, if any; (x) not act as an agent of the Originator; and (xi) have as its managing member a limited purpose corporation who maintains at all times one independent director as required by the Certificate of Incorporation and/or Bylaws.

Operation of Transferor. Each of the Transferors The Transferor shall be operated in such a manner that it should would not be substantively consolidated in the trust estate of another Person (that is, such that the separate legal existence of such the Transferor and such Person should would be disregarded) and in that regard, each the Transferor shall: (i) not engage in any action that would cause the separate legal identity of such the Transferor not to be respected, including, without limitation, (xa) holding itself out as being liable for the debts of any other party or (yb) acting other than through its duly authorized agents; (ii) not incur, assume or guarantee any indebtedness except for such indebtedness as may be incurred by such the Transferor in connection with the issuance of the Pledged Notes or as otherwise permitted by the Note Insurer; (iii) not commingle its funds with those of any other entity; (iv) act solely in its name in the conduct of its business and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (v) maintain company records and books of account and shall not commingle its company records and books of account with the records and books of account of any entity; (vi) not engage in any business or activity other than in connection with or relating to the activities allowed by its Certificate Articles of Formation Incorporation and/or Limited Liability Company AgreementBylaws; (vii) not form, or cause to be formed, any subsidiaries; (viii) comply with all restrictions and covenants in, and shall not fail to comply with the corporate formalities established in, the Certificate Articles of Formation Incorporation and/or Limited Liability Company AgreementBylaws; (ix) maintain separate bank accounts, if any; (x) manage its day-to-day business without the involvement of First Sierra; (xi) maintain a separate office from that of First Sierra; (xii) not act as an agent of the OriginatorFirst Sierra; and (xixiii) have as its managing member a limited purpose corporation who maintains maintain at all times one two independent director directors as required by the Certificate Articles of Incorporation and/or Bylaws.