Common use of Nonconsolidation Clause in Contracts

Nonconsolidation. The Seller will operate in such a manner that the separate corporate existence of (A) the Seller and (B) the Seller Entities and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Seller Entity or any Affiliate thereof and, without limiting the generality of the foregoing: (i) 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 a party and, with the prior written consent of the Agent, any other agreement necessary to carryout more effectively the provisions and purposes hereof or thereof; (ii) the Seller will maintain a business office separate from that of each of the Seller Entities and the Affiliates thereof; (iii) the Seller will cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof to reflect the separate corporate existence of the Seller; (iv) 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 other than as a capital contribution; and (v) the Seller will not act as agent for any Seller Entity or Affiliate thereof, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables.

Nonconsolidation. The Seller will shall operate in such a manner that the separate corporate existence of (A) the Seller and (B) the Seller Entities each Originator and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Seller Entity or any Originator and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller will 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 a party and, with the prior written consent of the Agent, any other agreement necessary to carryout more effectively the provisions and purposes hereof or thereof; (ii) the Seller will shall maintain a business office separate from that of each of the Seller Entities Originators and the Affiliates thereof; (iii) the Seller will shall cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof the Originator to reflect the separate corporate existence of the Seller; (iv) the Seller shall except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller's organizational documents, the Seller will shall not permit any Seller Entity Originator 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 other than as a capital contributionotherwise; and and (v) the Seller will not act as agent for any Seller Entity Originator or Affiliate thereofAffiliate, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables.

Nonconsolidation. The Seller will operate is operated in such a manner that the separate corporate existence of (A) the Seller and (B) the Seller Entities each Bergen Entity and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Seller Bergen Entity or any and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller will has not engage engaged, and does not presently engage, in any activity other than those activities expressly permitted under the Seller's organizational documents and the Transaction Documents, nor will has the Seller enter entered into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Agent, any other agreement necessary to carryout carry out more effectively the provisions and purposes hereof or thereof; (ii) the Seller will maintain maintains a business office separate from that of each of the Seller Bergen Entities and the Affiliates thereof; (iii) the Seller will cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof to Originator reflect the separate corporate existence of the Seller; (iv) 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 no Bergen Entity or Affiliate thereof to (A) pay pays the Seller's expenses, (B) guarantee guarantees the Seller's obligations, or (C) advance advances funds to the Seller for the payment of expenses or otherwise other than as a capital contributionotherwise; and (v) the Seller will does not act as agent for any Seller Bergen Entity or Affiliate thereofAffiliate, but instead will present presents itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables.

Nonconsolidation. The Seller will shall operate in such a manner that the separate corporate existence of (A) the Seller and (B) the each Seller Entities Entity and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Seller Entity or any and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller will shall not engage in any activity other than those activities expressly permitted under the Seller's ’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 a party and, with the prior written consent of the AgentAgent (such consent not to be unreasonably withheld), any other agreement necessary to carryout more effectively the provisions and purposes hereof or thereof; (ii) the Seller will shall maintain a business office separate from that of each of the Seller Entities and the Affiliates thereof; (iii) the Seller will shall cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof Originator to reflect the separate corporate existence of the Seller; (iv) the Seller shall except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller's ’s organizational documents, the Seller will shall not permit any Seller Entity or Affiliate thereof to (A) pay the Seller's ’s expenses, (B) guarantee the Seller's ’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise other than as a capital contributionotherwise; and (v) the Seller will not act as agent for any Seller Entity or Affiliate thereofAffiliate, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables.

Nonconsolidation. The Seller will operate in such a manner that the separate corporate existence of (A) the Seller and (B) the Seller Entities and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Seller Entity or any Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller will not engage in any activity other than those activities expressly permitted under the Seller's ’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 a party and, with the prior written consent of the Agent, any other agreement necessary to carryout more effectively the provisions and purposes hereof or thereof; (ii) the Seller will maintain a business office separate from that of each of the Seller Entities and the Affiliates thereof; (iii) the Seller will cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof to reflect the separate corporate existence of the Seller; (iv) except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller's ’s organizational documents, the Seller will not permit any Seller Entity or Affiliate thereof to (A) pay the Seller's ’s expenses, (B) guarantee the Seller's ’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise other than as a capital contribution; and (v) the Seller will not act as agent for any Seller Entity or Affiliate thereof, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables.

Nonconsolidation. The Seller will shall operate in such a manner that the separate corporate existence of (A) the Seller and (B) the Seller Entities each Originator and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Seller Entity or any Originator and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller will shall not engage in any activity other than those activities expressly permitted under the Seller's ’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 a party and, with the prior written consent of the Agent, any other agreement necessary to carryout more effectively the provisions and purposes hereof or thereof; (ii) the Seller will shall maintain a business office separate from that of each of the Seller Entities Originators and the Affiliates thereof; (iii) the Seller will shall cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof the Originator to reflect the separate corporate existence of the Seller; (iv) the Seller shall except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller's ’s organizational documents, the Seller will shall not permit any Seller Entity Originator or Affiliate thereof to (A) pay the Seller's ’s expenses, (B) guarantee the Seller's ’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise other than as a capital contributionotherwise; and (v) the Seller will not act as agent for any Seller Entity or Affiliate thereof, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables.

Nonconsolidation. The Seller will shall operate in such a manner that the separate corporate existence of (A) the Seller and (B) the each Seller Entities Entity and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any Seller Entity or any and Affiliate thereof and, without limiting the generality of the foregoing: (i) the Seller will shall not engage in any activity other than those activities expressly permitted under the Seller's ’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 a party and, with the prior written consent of the Agent, any other agreement necessary to carryout more effectively the provisions and purposes hereof or thereof; (ii) the Seller will shall maintain a business office separate from that of each of the Seller Entities and the Affiliates thereof; (iii) the Seller will shall cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof the Originator to reflect the separate corporate existence of the Seller; (iv) the Seller shall except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller's ’s organizational documents, the Seller will shall not permit any Seller Entity or Affiliate thereof to (A) pay the Seller's ’s expenses, (B) guarantee the Seller's ’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise other than as a capital contributionotherwise; and (v) the Seller will not act as agent for any Seller Entity or Affiliate thereofAffiliate, but instead will present itself to the public as a corporation limited liability company separate from each such Person and independently engaged in the business of purchasing and financing Receivables.

Nonconsolidation. The Seller will operate in such a manner that the separate corporate limited liability company existence of (A) the Seller and (B) the Seller Entities and each Affiliate thereof would not be disregarded in the event of the bankruptcy or insolvency of any the Seller Entity or any Affiliate thereof member of the Seller and, without limiting the generality of the foregoing: (i) 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 a party and, with the prior written consent of the Agent, any other agreement necessary to carryout more effectively the provisions and purposes hereof or thereof; (ii) the Seller will maintain a business office separate from that of each of the Seller Entities Originators, the Servicer, the Administrator and the Affiliates thereofthereof (it being understood that such office may be located within any office space of the Administrator); (iii) the Seller will cause the financial statements and books and records of the Seller and each Seller Entity and any Affiliate thereof to reflect the separate corporate existence of the SellerServicers and the Originators; (iv) 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 Originator, the Administrator or any 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 other than as a capital contribution; andotherwise; (v) the Seller will not act as agent for any Seller Entity Originator, the Administrator or any Affiliate thereof, but instead will present itself to the public as a corporation limited liability company separate from each such Person and independently engaged in the business of purchasing and financing Receivables; and (vi) the Seller shall not appoint a new manager as the “Independent Director” under the Seller's organizational documents without first confirming such proposed new Independent Director is acceptable to the Agent as evidenced in a writing executed by the Agent.