Separate Entity Existence. The Trust Depositor shall:
(i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor.
(ii) Ensure that, to the extent that it shares the same officers or other employees as any of its members or 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.
(iii) Ensure that, to the extent that it jointly contracts with any of its members or 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 the Trust Depositor contracts or does business with vendors or service providers when 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. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s-length basis.
(iv) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.
(v) Conduct its affairs strictly in accordance with its By-laws and Articles of Incorporation, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’ and directors’ meetings appropriate to authorize all entity action, keeping separate and accurate records of such meetings and its actions, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.
(vi) Take or refrain from taking or engaging in, as applicable, each of the actions or activities specified i...
Separate Entity Existence. The Servicer agrees to take or refrain from taking or engaging in with respect to the Trust Depositor, as applicable, each of the actions or activities specified in the “substantive consolidation” opinion of Xxxxx & Xxxxxxx LLP (or in any related Certificate of the Servicer) delivered on the Closing Date, upon which the conclusions expressed therein are based.
Separate Entity Existence. ARTICLE SIX THE TRUST DEPOSITOR
Separate Entity Existence. The Servicer 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 Depositor or the Trust and such that the separate existence of any of the Servicer, the Depositor or the Trust would not be disregarded in the event of a bankruptcy or insolvency of the Servicer.
Separate Entity Existence. The Servicer agrees to take or refrain from taking or engaging in with respect to the Trust Depositor, as applicable, each of the actions or activities specified in the "substantive consolidation" opinion of Winston & Xxxxxx (or in any related Certificate of the Servicer) delivered on the Closing Date, upon which the conclusions expressed therein are based. ARTICLE SIX THE TRUST DEPOSITOR
Separate Entity Existence. Xxxxx shall cooperate with the Purchaser in complying with, and as sole member of the Purchaser agrees to cause the Purchaser to comply with, in all material respects, the covenants of the Purchaser set forth in Section 3.6, Section 3.9 and Section 3.10 of the Receivables Purchase and Administration Agreement.
Separate Entity Existence. 62 Section 6.15 Location; Records..........................................................................63 Section 6.16
Separate Entity Existence. The Servicer agrees to take or refrain from taking or engaging in with respect to the Trust Depositor, as applicable, each of the actions or activities specified in the “substantive consolidation” opinion of FisherBroyles, LLP (or in any related Certificate of the Servicer) delivered on the Closing Date, upon which the conclusions expressed therein are based.
Separate Entity Existence. Borrower shall (i) maintain all accounts separate from the accounts of any Affiliate, and ensure that the funds of Borrower will not be diverted to any other Person, nor will such funds be commingled with the funds of any Affiliate or any partner of Borrower, (ii) ensure that, to the extent it shares the same officers, employees, vendors or facilities as any of its partners or Affiliates, the material expenses related hereto shall be fairly allocated among such entities, (iii) enter into all material transactions with any of its Affiliates only on an arm’s length basis, (iv) conduct its affairs in accordance with the Organizational Documents and Offering Documents of Borrower, and observe all necessary, appropriate and customary entity formalities, including, but not limited to, holding all regular and special partners’, members’, managers’ and directors’ meetings or executing written consents appropriate to authorize all partnership actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents to the extent necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts, and (v) not assume or guarantee any of the liabilities of its Affiliates or any of its partners or any Affiliate thereof.
Separate Entity Existence. 58 Section 5.24 Assignment of Servicing..........................................58
