Common use of Separate Corporate Existence of the Issuer Clause in Contracts

Separate Corporate Existence of the Issuer. The Issuer hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance on the Issuer’s identity as a legal entity separate from the Originator, the Transferor and the other Cartus Persons. From and after the date hereof until the date of which there are no Notes of any Series Outstanding, the Issuer shall take such actions as shall be required in order that: (a) The Issuer will conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation; (b) The Issuer will maintain corporate records and books of account separate from those of each Cartus Person and telephone numbers and stationery that are separate and distinct from those of each Cartus Person; (c) The Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus Person; (d) The Issuer will strictly observe limited liability company formalities in its dealings with the public and with each Cartus Person, and funds or other assets of the Issuer will not be commingled with those of any Cartus Person, except as may be permitted by the Transaction Documents. The Issuer will at all times, in its dealings with the public and with each Cartus Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus Person. The Issuer will not maintain joint bank accounts or other depository accounts to which any Cartus Person (other than the Servicer) has independent access; (e) The duly admitted members of the Issuer and duly appointed managers or officers of the Issuer will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Issuer; (f) Not less than two members of the Issuer’s board of directors will be an Independent Director. The Issuer will observe those provisions in its limited liability company agreement that provide that the Issuer’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless each Independent Director and all other members of the Issuer’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action; (g) The Issuer will compensate each of its employees, consultants and agents from the Issuer’s own funds for services provided to the Issuer; and (h) The Issuer will not hold itself out to be responsible for the debts of any Cartus Person.

Separate Corporate Existence of the Issuer. The Issuer hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance on the Issuer’s 's identity as a legal entity separate from the Originator, the Transferor and the other Cartus CMS Persons. From and after the date hereof until the date of which there are no Notes of any Series Outstanding, the Issuer shall take such actions as shall be required in order that: (a) The Issuer will conduct its business in office space allocated to it and for which it pays an appropriate rent and overhead allocation; (b) The Issuer will maintain corporate records and books of account separate from those of each Cartus CMS Person and telephone numbers and stationery that are separate and distinct from those of each Cartus CMS Person; (c) The Issuer’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of any Cartus CMS Person; (d) The Issuer will strictly observe limited liability company formalities in its dealings with the public and with each Cartus CMS Person, and funds or other assets of the Issuer will not be commingled with those of any Cartus CMS Person, except as may be permitted by the Transaction Documents. The Issuer will at all times, in its dealings with the public and with each Cartus CMS Person, hold itself out and conduct itself as a legal entity separate and distinct from each Cartus CMS Person. The Issuer will not maintain joint bank accounts or other depository accounts to which any Cartus CMS Person (other than the Servicer) has independent access; (e) The duly admitted members of the Issuer and duly appointed managers or officers of the Issuer will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Issuer; (f) Not less than two members of the Issuer’s 's board of directors will be an Independent Director. The Issuer will observe those provisions in its limited liability company agreement that provide that the Issuer’s 's board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless each Independent Director and all other members of the Issuer’s 's board of directors unanimously approve the taking of such action in writing prior to the taking of such action; (g) The Issuer will compensate each of its employees, consultants and agents from the Issuer’s 's own funds for services provided to the Issuer; and (h) The Issuer will not hold itself out to be responsible for the debts of any Cartus CMS Person.