Separate Corporate Existence. Each Transferor that is a securitization special purpose entity shall:
(i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation or as a corporation under the laws of the state of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the applicable Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and to permit and effectuate the transactions contemplated hereby.
(ii) Except as provided in this Agreement, maintain its own deposit, securities and other account or accounts, separate from those of any Affiliate of such Transferor, with financial institutions. The funds of such Transferor will not be diverted to any other Person or for other than the company use of such Transferor, and, except as may be expressly permitted by this Agreement or the applicable Receivables Purchase Agreement, the funds of such Transferor shall not be commingled with those of any other Person.
(iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.
(iv) Ensure that, to the extent that it jointly contracts with any of its members or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs.
(v) Ensure that all material transactions between such Transferor and any of its Affiliates shall be only on an arm’s-length basis and shall not be on terms more favorable to e...
Separate Corporate Existence. The Borrower shall be in compliance with the requirements set forth in Section 5.2(o).
Separate Corporate Existence. Take all reasonable steps (including, without limitation, all steps that the Administrative Agent or any Facility Agent may from time to time reasonably request) to maintain the Borrower’s identity as a separate legal entity from the Servicer and to make it manifest to third parties that the Borrower is an entity with assets and liabilities distinct from those of any other Transaction Party and each other Affiliate thereof. Without limiting the generality of the foregoing, the Borrower shall:
(i) be a limited liability company whose primary activities are restricted in its limited liability company agreement to (A) purchasing or otherwise acquiring, owning, holding, granting security interests in Pool Receivables, the Related Security, the Collections and the other Collateral with respect thereto, (B) entering into agreements for the selling and servicing of the Pool Receivables, and (C) conducting such other activities as it deems are related or incidental to and necessary, convenient or advisable for the accomplishment of the foregoing activities;
(ii) not engage in any business or activity, or incur any Indebtedness or liability, other than as expressly permitted by the Facility Documents;
(iii) at all times maintain at least one independent manager (the “Independent Manager”), who shall be an individual who (A) is not, and has not at any time during the five-year period prior to his or her appointment as Independent Manager been, a direct, indirect or beneficial owner, employee, director, stockholder, member, partner, attorney or counsel, officer, customer or supplier of the Performance Guarantor, the Servicer, any Originator or any their respective Affiliates (other than his or her service as an independent manager or in a similar capacity of any such Person), (B) has at least three years of employment experience with one or more entities that provide, in the ordinary course of its businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and (C) shall not at any time serve as a trustee in bankruptcy for any Transaction Party or any of their respective other Affiliates;
(iv) maintain the requirement that the Borrower’s limited liability company agreement at all times provide (A) that the Borrower’s Board of Managers (as defined in its limited liability company agreement) shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petit...
Separate Corporate Existence. The Transferor shall:
Separate Corporate Existence. As long as ABDC is the Servicer hereunder, the Servicer shall maintain its legal identity separate from the Seller and take such action to ensure that: (A) the management of the Servicer does not anticipate any need for its having to extend advances to the Seller except for those described in the Transaction Documents, if any; (B) the Servicer does not conduct its business in the name of the Seller; (C) the Servicer has a telephone number, stationery and business forms separate from those of the Seller; (D) the Servicer does not provide for its expenses and liabilities from the funds of the Seller; (E) the Servicer is not liable for the payment of any liability of the Seller; (F) neither the assets nor the creditworthiness of the Servicer is held out as being available for the payment of any liability of the Seller; (G) the Servicer maintains an arm’s-length relationship with the Seller; and (H) assets are not transferred from the Servicer to the Seller without fair consideration or with the intent to hinder, delay or defraud the creditors of either company.
Separate Corporate Existence. RPA Seller hereby acknowledges that the Indenture Trustee, the Owner Trustee, the Holders and the Issuer are, and will be, entering into the transactions contemplated by the Transaction Documents in reliance upon Purchaser’s identity as a legal entity separate from RPA Seller, the Servicer and any other Person. Therefore, RPA Seller shall take all reasonable steps to maintain its existence as a corporation separate and apart from Purchaser and to make it apparent to third parties that RPA Seller is an entity with assets and liabilities distinct from those of Purchaser and that Purchaser is not a division of RPA Seller.
Separate Corporate Existence. Originator is entering into the transactions contemplated by this Agreement in reliance on the Buyer’s identity as a separate legal entity from Originator and each of its Affiliates, and acknowledges that the Buyer and the other parties to the Transaction Documents are similarly entering into the transactions contemplated by the other Transaction Documents in reliance on the Buyer’s identity as a separate legal entity from Originator and each such other Affiliate. Originator has at all times complied with Section 4.1(r).
Separate Corporate Existence. The Borrower shall take all reasonable steps (including, without limitation, all steps which the Agent may from time to time reasonably request) to maintain its and its Restricted Subsidiaries' identity as separate legal entities and to make it apparent to third parties that Borrower and such Restricted Subsidiaries are each an entity with assets and liabilities distinct from those of Holdings and any of Holdings' Affiliates (other than the Borrower and its Subsidiaries) (each of Holdings and such of Holdings' Affiliates are referred to in this Section 6.2(M), as the "Parent"). Without limiting the generality of the foregoing, the Borrower shall:
(i) require that all full-time employees of the Borrower and each of its Restricted Subsidiaries identify themselves as such and not as employees of its Parent;
(ii) compensate all employees, consultants, investment bankers, accountants, lawyers and agents directly, from the Borrower's or such Restricted Subsidiary's applicable bank accounts, for services provided to the Borrower or such Restricted Subsidiary by such employees, consultants, investment bankers and agents and, if any employee, consultant, investment banker or agent of the Borrower or any of its Restricted Subsidiaries is also an employee, consultant, investment banker or agent of Parent, allocate the compensation of such employee, consultant, investment banker or agent between the Borrower or the Restricted Subsidiary, as applicable, and the Parent on the basis of actual use of the services so rendered to the extent practicable and, to the extent such allocation is not practical, on a basis reasonably related to actual use of such services;
(iii) allocate all overhead expenses (including, without limitation, telephone and other utility charges and lease and office expenses) for items shared between the Borrower or any Restricted Subsidiary of the Borrower and Parent on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;
(iv) cause the Borrower and each Restricted Subsidiary of the Borrower to be named as an insured on the insurance policy covering its property, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to the Borrower or applicable Restricted Subsidiary;
(v) maintain the Borrower's and its Restricted Subsidiaries' books and records complete and separate fr...
Separate Corporate Existence. Take all reasonable steps it deems ---------------------------- necessary or advisable to maintain the Seller's identity as a separate legal entity from the Originator and any of its other Affiliates, and to not mislead others as to the separate identity of Seller and the Originator. Without limiting the generality of the foregoing and in addition to and consistent with the covenants set forth in Sections 5.01(b) and 5.01(k), the ---------------- ------- Seller shall:
(i) constitute a limited purpose corporation whose activities are restricted in its certificate of incorporation;
(ii) not permit the direct involvement by the Originator or any other Affiliate of the Originator in the day-to-day management of the Seller (other than permitting employees, officers and directors of the Originator to serve as employees, officers and directors of the Seller and to take such acts and do such things in connection therewith as such persons deem reasonable or necessary under the circumstances to faithfully fulfill their duties as officers, directors and employees of Seller, or as they are required to take or do by any applicable law, rule or regulation, or by the order, decree or judgment of any court, arbitrator or governmental body);
(iii) other than activities undertaken pursuant to the Lease Sale Agreement and this Agreement and the other Facility Documents, not engage in intercorporate transactions with the Originator or any other Affiliate of the Originator, other than transactions in the ordinary course of business between a parent corporation and its subsidiary;
(iv) maintain separate corporate records and books of account from the Originator and the other Affiliates of the Originator, hold corporate meetings and otherwise observe corporate formalities;
(v) prepare its financial statements separately from those of its other Affiliates and insure that any consolidated financial statements and books and records of the Originator that include the Seller have notes to the effect that the Seller is a separate corporate entity and that the Seller's creditors have a claim on its Assets prior to those Assets becoming available to any creditors of the Originator;
(vi) not commingle its funds (other than those deposited into the Lock-Box Account) or other Assets of the Seller with those of any other Affiliate, and not hold its Assets in any manner that would create an appearance that such Assets belong to any other Affiliate, and will not maintain bank accounts or othe...
Separate Corporate Existence. Take all reasonable steps (including, without limitation, all steps that the Funding Agent may from time to time reasonably request) to maintain the Seller's identity as a separate legal entity from the Originator and to make it manifest to third parties that the Seller is an entity with assets and liabilities distinct from those of the Originator and each other Affiliate thereof. Without limiting the generality of the foregoing and in addition to and consistent with the covenants set forth in Sections 5.1(b) and 5.3(m), the Seller shall:
(i) conduct business correspondence in its own name, hold regular meetings of, or obtain regular written consents from, its Board of Directors and maintain appropriate books and records;
(ii) not permit any limitation on the authority of its own directors and officers to conduct its business and affairs in accordance with their independent business judgment, or authorize or suffer any Person other than its own directors and officers to act on its behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a corporation's own directors and officers would customarily be responsible;
(iii) maintain or cause to be maintained by an agent of the Seller under the Seller's control physical possession of all its books and records;
(iv) maintain capitalization adequate for the conduct of its business;
(v) account for and manage its liabilities separately from those of any other Person, including, without limitation, payment of all payroll and other administrative expenses and taxes from its own assets;
(vi) segregate and identify separately all of its assets from those of any other Person (other than the commingling of Collections of Receivables as contemplated by the Receivables Purchase Agreement and this Agreement);
(vii) maintain offices through which its business is conducted separate from those of the Originator and any Affiliates of the Originator and any Affiliates of the Seller (provided that, to the extent that the Seller and any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs and expenses among them, and each such entity shall bear its fair share of such expenses);
(viii) not commingle its funds with those of the Originator or any Affiliate of the Originator or any Affiliates of the Seller except to the extent contemplated herein, or use its funds for other than the Seller's uses; and
(ix) en...
