Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following: (i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person; (ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets; (iii) consider the interests of the Trust's creditors in connection with its actions; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust; (v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person; (vi) allocate and charge fairly and reasonably any overhead shared with any other Person; (vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements; (viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust; (ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company; (x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered; (xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person; (xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person; (xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person; (xiv) not hold out its credit or assets as being available to satisfy the obligations of others; (xv) pay its liabilities only out of its funds; (xvi) pay the salaries of its own employees, if any; and (xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 84 contracts
Sources: Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-6), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-7), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2006-Ar6)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 27 contracts
Sources: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2004-Ra3), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates Series 2004-Cb1), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar11)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers The Issuer will operate in accordance with the Trust, so long as any Certificates are outstanding, the Trust shall perform the followingfollowing requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Certificateholders, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Certificateholders, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Certificateholders or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Certificateholders, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the TrusteeDelaware Trustee as provided herein, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or Issuer will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its own debts, liabilities and expenses only out of its own funds;. The Issuer will not have any employees.
(xvih) pay The Issuer will maintain an arm's length relationship with the salaries of its own employeesTrustor, if any; and
(xvii) cause the agents Certificateholders, and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance each Affiliate of the foregoing. None The Issuer will not engage in any transactions with the Trustor, the Certificateholders, or any Affiliate of the Trusteeforegoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Delaware TrusteeCertificateholder, the Company or the Servicer shall take any action that is inconsistent with the purposes Affiliate of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee foregoing will be (i) on such terms and conditions (including terms relating to take any action that is inconsistent amounts paid thereunder) as would be generally available if such business transaction were with the purposes of the Trust or Section 2.02 or Section 2.03.an unaffiliated entity in a comparable transaction, and
Appears in 27 contracts
Sources: Trust Agreement, Trust Agreement, Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's ’s creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 15 contracts
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Ser 2003-S10), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Ser 2003-S9), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Series 2003-S5)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 14 contracts
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates, Series 2004-Ar5), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar7), Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Series 2004 Ar-3)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 12 contracts
Sources: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar14), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar4), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar12)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's ’s creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company Depositor or any affiliates of the CompanyDepositor;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person tax matters person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company Depositor or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 2.10 or Section 2.032.11. Neither the Company Depositor nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 2.10 or Section 2.032.11.
Appears in 11 contracts
Sources: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-11), Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He3), Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He2)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer Servicer, Countrywide or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 10 contracts
Sources: Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-Ar1), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-Oa3), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-Oa2)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 8 contracts
Sources: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar16), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar18), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2006-Ar3)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's ’s creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 8 contracts
Sources: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Ps Th Ce Se 03 Ar9), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cer Ser 2003-Ar8), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2003-Ar6)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar11), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar10), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar7)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by
Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cert Ser 2002-Ar19), Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Ce Se 02 Ar7), Pooling and Servicing Agreement (Washington Mutual Mor Sec Corp Mor Ps Thru Cer Ser 2002-Ar6)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in it consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Mort Pas THR Cer Se 2002-Ms3), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates 2002-S1), Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Through Cert Ser 2002-Ms1)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Cb4), Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2005-Ra1), Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2004-Ra4)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers Except as expressly contemplated by the Trust, so long as any Certificates are outstandingTransaction Documents, the Trust shall perform Issuer will operate in accordance with the followingfollowing requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Certificateholders, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Certificateholders, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Certificateholders or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Certificateholders, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the TrusteeDelaware Trustee as provided herein, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or Issuer will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its own debts, liabilities and expenses only out of its own funds;.
(xvih) pay The Issuer will maintain an arm's length relationship with the salaries of its own employeesTrustor, if any; and
(xvii) cause the agents Certificateholders, and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance each Affiliate of the foregoing. None The Issuer will not engage in any transactions with the Trustor, the Certificateholders, or any Affiliate of the Trusteeforegoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Delaware TrusteeCertificateholder, the Company or the Servicer shall take any action that is inconsistent with the purposes Affiliate of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee foregoing will be (i) on such terms and conditions (including terms relating to take any action that is inconsistent amounts paid thereunder) as would be generally available if such business transaction were with the purposes of the Trust or Section 2.02 or Section 2.03.an unaffiliated entity in a comparable transaction, and
Appears in 3 contracts
Sources: Trust Agreement, Trust Agreement, Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.the
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar11), Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-THR Cert Ser 2002-Ar1)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(ia) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(iib) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iiic) consider the interests of the Trust's creditors in connection with its actions;
(ivd) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(ve) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vif) allocate and charge fairly and reasonably any overhead shared with any other Person;
(viig) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viiih) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ixi) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(xj) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware TrusteeTrust Adminstratore, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xik) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xiil) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiiim) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xivn) not hold out its credit or assets as being available to satisfy the obligations of others;
(xvo) pay its liabilities only out of its funds;
(xvip) pay the salaries of its own employees, if any; and
(xviiq) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware TrusteeTrust Administrator, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 12.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 _______ or Section 2.03______. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 12.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 _____ or Section 2.03_____.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Long Beach Securities Corp), Pooling and Servicing Agreement (Long Beach Securities Corp)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers The Issuer will operate in accordance with the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:following requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Certificateholders, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Certificateholders, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Certificateholders or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Certificateholders, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the TrusteeDelaware Trustee as provided herein, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or Issuer will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its own debts, liabilities and expenses only out of its own funds;. The Issuer will not have any employees.
(xvih) pay The Issuer will maintain an arm's length relationship with the salaries of its own employeesTrustor, if any; and
(xvii) cause the agents Certificateholders, and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance each Affiliate of the foregoing. None The Issuer will not engage in any transactions with the Trustor, the Certificateholders, or any Affiliate of the Trusteeforegoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Delaware TrusteeCertificateholder, the Company or the Servicer shall take any action that is inconsistent with the purposes Affiliate of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee foregoing will be (i) on such terms and conditions (including terms relating to take any action that is inconsistent amounts paid thereunder) as would be generally available if such business transaction were with the purposes of the Trust or Section 2.02 or Section 2.03.an unaffiliated entity in a comparable transaction, and
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers Except as expressly contemplated by the Trust, so long as any Certificates are outstandingTransaction Documents, the Trust shall perform Issuer will operate in accordance with the following:following requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Certificateholders, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Certificateholders, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Certificateholders or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Certificateholders, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the TrusteeDelaware Trustee as provided herein, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or Issuer will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its own debts, liabilities and expenses only out of its own funds;.
(xvih) pay The Issuer will maintain an arm's length relationship with the salaries of its own employeesTrustor, if any; and
(xvii) cause the agents Certificateholders, and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance each Affiliate of the foregoing. None The Issuer will not engage in any transactions with the Trustor, the Certificateholders, or any Affiliate of the Trusteeforegoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Delaware TrusteeCertificateholder, the Company or the Servicer shall take any action that is inconsistent with the purposes Affiliate of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee foregoing will be (i) on such terms and conditions (including terms relating to take any action that is inconsistent amounts paid thereunder) as would be generally available if such business transaction were with the purposes of the Trust or Section 2.02 or Section 2.03.an unaffiliated entity in a comparable transaction, and
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer Servicer, GreenPoint or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-3), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-2)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers The Issuer will operate in accordance with the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:following requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Directing Certificateholder or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Directing Certificateholder, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services Delaware Trustee as provided herein, the Issuer will pay its own debts, liabilities and expenses only out of its own funds. The Issuer will not have been or are in any employees.
(h) The Issuer will maintain an arm's length relationship with the future performed or paid by any Person on behalf Trustor, the Directing Certificateholder, and each Affiliate of the Trust (other than foregoing. The Issuer will not engage in any transactions with the TrusteeTrustor, the Delaware TrusteeDirecting Certificateholder, or any Affiliate of the foregoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Servicer Directing Certificateholder, or any Affiliate of the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, foregoing will be (i) the Trust shall reimburse on such Personterms and conditions (including terms relating to amounts paid thereunder) as would be generally available if such business transaction were with an unaffiliated entity in a comparable transaction, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; and (ii) pursuant to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;enforceable written agreements.
(xii) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) The Issuer will not hold out its credit or assets as being available to satisfy the obligations of others;. The Issuer will not guarantee or otherwise become liable for the obligation of any other Person.
(xvj) pay The Issuer will not act as the agent of any other Person.
(k) The Issuer will use stationery, invoices, and checks that are separate from those of any other Person (other than the Delaware Trustee or the Certificate Paying Agent).
(l) The Issuer will not grant a security interest in its liabilities only out assets to secure the obligations of any other Person.
(m) The Issuer will maintain adequate capital in light of its funds;contemplated business purpose, transactions, and liabilities (provided, that neither the Trustor nor any Certificateholder will have any obligation to make any contribution of capital to the Issuer).
(xvin) pay The Issuer will not, directly or indirectly, engage in any business or activity other than the salaries of its own employees, if any; andtransactions contemplated by the Transaction Documents. The Issuer will not have any assets other than those contemplated by the Transaction Documents.
(xviio) The Issuer will not incur any indebtedness, liability, obligation, or expense, other than pursuant to the transactions contemplated by the Transaction Documents.
(p) The Issuer will not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company, or other).
(q) The Issuer will not make or permit to remain outstanding any loan or advance to any Person, hold evidence of indebtedness issued by any other Person, or own any stock, securities, or other investment, other than in each case cash and investments permitted under the Transaction Documents.
(r) The Issuer will maintain complete records of all transactions (including all transactions with the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing).
(s) The Issuer will comply with all requirements of applicable trust law regarding its operations and will comply with the provisions of this Agreement, its Certificate of Trust, and the Transaction Documents to which it is a party.
(t) The Issuer will not acquire all or substantially all of the assets of any other Person.
(u) The Issuer will cause the agents and other representatives of the TrustIssuer, if any, to act at all times with respect to the Trust Issuer consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer Certificate Administrator or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer Certificate Administrator shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer Certificate Administrator shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 2 contracts
Sources: Trust Agreement (Wamu Mortgage Pass-Through Certificates Series 2004-Rs2), Trust Agreement (Washington Mutual Mortgage Securities Corp Series 2004-Rs1)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers Except as expressly contemplated by the Trust, so long as any Certificates are outstandingTransaction Documents, the Trust shall perform Issuer will operate in accordance with the following:following requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Directing Certificateholder or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Directing Certificateholder, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services have been or are in Delaware Trustee as provided herein and as contemplated by the future performed or paid by any Person on behalf other Transaction Documents, the Issuer will pay its own debts, liabilities and expenses only out of its own funds.
(h) The Issuer will maintain an arm's length relationship with the Trustor, the Directing Certificateholder, and each Affiliate of the Trust (other than foregoing. The Issuer will not engage in any transactions with the TrusteeTrustor, the Delaware TrusteeDirecting Certificateholder, or any Affiliate of the foregoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Servicer Directing Certificateholder, or any Affiliate of the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, foregoing will be (i) the Trust shall reimburse on such Personterms and conditions (including terms relating to amounts paid thereunder) as would be generally available if such business transaction were with an unaffiliated entity in a comparable transaction, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; and (ii) pursuant to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;enforceable written agreements.
(xii) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) The Issuer will not hold out its credit or assets as being available to satisfy the obligations of others;. The Issuer will not guarantee or otherwise become liable for the obligation of any other Person.
(xvj) pay The Issuer will not act as the agent of any other Person.
(k) The Issuer will use stationery, invoices, and checks that are separate from those of any other Person (other than the Delaware Trustee or the Certificate Paying Agent).
(l) The Issuer will not grant a security interest in its liabilities only out assets to secure the obligations of any other Person.
(m) The Issuer will maintain adequate capital in light of its funds;contemplated business purpose, transactions, and liabilities (provided, that neither the Trustor nor any Certificateholder will have any obligation to make any contribution of capital to the Issuer other than as expressly set forth in this Agreement and the Indenture).
(xvin) pay The Issuer will not, directly or indirectly, engage in any business or activity other than the salaries transactions contemplated by the Transaction Documents. The Issuer will not have any assets other than those contemplated by the Transaction Documents.
(o) Except as otherwise provided in Section 9.01, the Issuer will not dissolve or liquidate, in whole or in part.
(p) The Issuer will not consolidate or merge with or into any other entity or sell, lease, assign, convey or otherwise transfer all or substantially all of its own employees, if any; andproperties and assets to any Person except as permitted under the Indenture.
(xviiq) The Issuer will not incur any indebtedness, liability, obligation, or expense, other than pursuant to the transactions contemplated by the Transaction Documents.
(r) The Issuer will not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company, or other).
(s) The Issuer will not make or permit to remain outstanding any loan or advance to any Person, hold evidence of indebtedness issued by any other Person, or own any stock, securities, or other investment, other than in each case cash and investments permitted under the Transaction Documents.
(t) The Issuer will maintain complete records of all transactions (including all transactions with the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing).
(u) The Issuer will comply with all requirements of applicable trust law regarding its operations and will comply with the provisions of this Agreement, its Certificate of Trust, and the Transaction Documents to which it is a party.
(v) The Issuer will not acquire all or substantially all of the assets of any other Person.
(w) The Issuer will cause the agents and other representatives of the TrustIssuer, if any, to act at all times with respect to the Trust Issuer consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was 57 or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Ser 2003-S12)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers Except as expressly contemplated by the Trust, so long as any Certificates are outstandingTransaction Documents, the Trust shall perform Issuer will operate in accordance with the following:following requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Directing Certificateholder or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Directing Certificateholder, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services have been or are in Delaware Trustee as provided herein, the future performed or paid by any Person on behalf Issuer will pay its own debts, liabilities and expenses only out of its own funds.
(h) The Issuer will maintain an arm's length relationship with the Trustor, the Directing Certificateholder, and each Affiliate of the Trust (other than foregoing. The Issuer will not engage in any transactions with the TrusteeTrustor, the Delaware TrusteeDirecting Certificateholder, or any Affiliate of the foregoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Servicer Directing Certificateholder, or any Affiliate of the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, foregoing will be (i) the Trust shall reimburse on such Personterms and conditions (including terms relating to amounts paid thereunder) as would be generally available if such business transaction were with an unaffiliated entity in a comparable transaction, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; and (ii) pursuant to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;enforceable written agreements.
(xii) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) The Issuer will not hold out its credit or assets as being available to satisfy the obligations of others;. The Issuer will not guarantee or otherwise become liable for the obligation of any other Person.
(xvj) pay The Issuer will not act as the agent of any other Person.
(k) The Issuer will use stationery, invoices, and checks that are separate from those of any other Person (other than the Delaware Trustee or the Certificate Paying Agent).
(l) The Issuer will not grant a security interest in its liabilities only out assets to secure the obligations of any other Person.
(m) The Issuer will maintain adequate capital in light of its funds;contemplated business purpose, transactions, and liabilities (provided, that neither the Trustor nor any Certificateholder will have any obligation to make any contribution of capital to the Issuer).
(xvin) pay The Issuer will not, directly or indirectly, engage in any business or activity other than the salaries of its own employees, if any; andtransactions contemplated by the Transaction Documents. The Issuer will not have any assets other than those contemplated by the Transaction Documents.
(xviio) The Issuer will not incur any indebtedness, liability, obligation, or expense, other than pursuant to the transactions contemplated by the Transaction Documents.
(p) The Issuer will not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company, or other).
(q) The Issuer will not make or permit to remain outstanding any loan or advance to any Person, hold evidence of indebtedness issued by any other Person, or own any stock, securities, or other investment, other than in each case cash and investments permitted under the Transaction Documents.
(r) The Issuer will maintain complete records of all transactions (including all transactions with the Trustor, the Directing Certificateholder, or any Affiliate of the foregoing).
(s) The Issuer will comply with all requirements of applicable trust law regarding its operations and will comply with the provisions of this Agreement, its Certificate of Trust, and the Transaction Documents to which it is a party.
(t) The Issuer will not acquire all or substantially all of the assets of any other Person.
(u) The Issuer will cause the agents and other representatives of the TrustIssuer, if any, to act at all times with respect to the Trust Issuer consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar9)
Separateness Requirements. SECTION 10.01. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers anything to the Trustcontrary contained herein, so long as any Certificates are outstandingduring the Covered Period, the Trust shall perform Company and each Member agree that the followingCompany, will:
(ia) maintain its books and records and bank accounts separate from those of any other Person (except as expressly permitted by this Agreement or that, for accounting and reporting purposes, the Custodial AgreementCompany may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP);
(b) maintain an arm’s length relationship with its Members, other Affiliates and any other party furnishing services to it;
(c) maintain its books, records, bank accounts resolutions and files agreements as official records;
(d) conduct its business in its own name and through its own authorized officers and agents (except that the Facility is operated under the “Lopatcong Care Center” trade name);
(e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other PersonPerson (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);
(iif) except as expressly permitted contemplated under the Facility Lease and the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets;
(g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates;
(h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;
(i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);
(j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);
(k) except as may otherwise be contemplated by this Agreementthe Facility Lease and the Loan Documents, maintain deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;
(l) hold its assets in its own separate name name, except as contemplated under the Facility Lease and in the Loan Documents;
(m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such a manner employees from its own funds; and
(n) maintain adequate capital for the conduct of its business.
SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that it is not costly the Company, will not:
(a) seek or difficult consent to segregateany dissolution, identifywinding up, liquidation, consolidation, merger or ascertain such sale of all or substantially all of its assets;
(iiib) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out fail to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trustidentity;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xic) except as expressly permitted by this Agreementotherwise contemplated under the Facility Lease and the Loan Documents, not commingle its funds or other assets or funds with those of any other Person;
(xiid) except as expressly permitted by this Agreement, not assume, guarantee, assume or pay guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or the Facility Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company);
(xiiie) except as expressly permitted by this Agreement, not acquire obligations or securities of its Members;
(f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;
(xivg) not make any loans to any other Person, or buy or hold out its credit or assets evidence of indebtedness issued by any other Person (except as being available to satisfy provided in the obligations of othersLoan Documents);
(xvh) pay identify its liabilities only out Members or any of its fundsAffiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);
(xvii) pay engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;
(j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement;
(k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the salaries extent permitted under the Loan Documents); or
(l) fail to file separate federal or state income tax returns, if required by applicable law.
SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will:
(a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its own employeesother Affiliates;
(b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member;
(c) maintain its books and records and bank accounts separate from any other Person (except that, if anyfor accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and
(xviid) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and hold its assets in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03its own name.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (ET Wayne Finance, L.L.C.)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was 84 or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Ps Th Ce Se 03 S13)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, 38 and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002 Ar12)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
; (xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar15)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the 49 amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Ce Se 2002-Ar9)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public pub lic as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-arm's- length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust;); 44
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.. 45
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Cer Se 02 Ar18)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so SECTION 11.01. So long as any Certificates are outstandingindebtedness is outstanding under the Loan Documents, the Trust shall perform the following:Company will --
(ia) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts records and files books of account separate from those of any other Person;
(iib) except as expressly permitted by this Agreement, maintain its assets in its own financial statements separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests from those of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity (except that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is Company may be included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Personanother Person where required by GAAP);
(vic) allocate except for certain overhead and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates transaction costs that are allocated on an arm's-length a reasonable basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with among the Company or any affiliates and certain of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trusteeits Affiliates, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its own liabilities only out of from its funds;
(xvi) own funds and pay the salaries of its own employees, if any;
(d) participate in the fair and reasonable allocation of any and all overhead expenses and other common expenses for facilities, goods, or services provided to multiple entities;
(e) maintain an arm's length relationship with its affiliates and any other parties furnishing services to it;
(f) except as otherwise contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;
(g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Members and all of their other Affiliates;
(h) hold itself out as a separate and distinct entity from any other Person;
(i) hold title to its assets in its own name; and
(xviij) conduct its own business in its own name or under such trade name as will not be reasonably likely to cause confusion as to its separate existence.
SECTION 11.02. So long as any indebtedness is outstanding under the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware TrusteeLoan Documents, the Company will not --
(a) fail to correct any known misunderstanding regarding its separate identity;
(b) commingle its funds or other assets with those of any other Person;
(c) guarantee or become obligated for the Servicer debts of any other entity or hold its credit as being available to satisfy the obligations of any other Person (provided that this provision shall take any action that is inconsistent with not be deemed to prohibit customary joint and several obligations and indemnification and contribution agreements entered into under the purposes Loan Documents or in the ordinary course of business of the Trust Company);
(d) pledge any of its assets for the benefit of any other Person other than the lender under the Loan Documents (except as otherwise permitted by the Loan Documents);
(e) acquire obligations or Section 2.02 securities of its Members;
(f) make any loans to any other Person;
(g) identify its Members or Section 2.03. Neither any of its Affiliates as a division or part of it or itself as a division or part of any of them (except for inclusion of the Company nor in consolidated financial statements in accordance with GAAP);
(h) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms'-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; or
(i) engage in any business activity other than as stated in this Agreement.
SECTION 11.03. So long as any indebtedness is outstanding under the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes Loan Documents, each of the Trust or Section 2.02 or Section 2.03Members will --
(a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates; and
(b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Members.
Appears in 1 contract
Sources: Operating Agreement (Eldertrust)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's ’s creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by
Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (BellaVista Finance CORP)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers The Issuer will operate in accordance with the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:following requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Certificateholders, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Certificateholders, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Certificateholders or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Certificateholders, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services Delaware Trustee as provided herein, the Issuer will pay its own debts, liabilities and expenses only out of its own funds. The Issuer will not have been or are in any employees.
(h) The Issuer will maintain an arm's length relationship with the future performed or paid by any Person on behalf Trustor, the Certificateholders, and each Affiliate of the Trust (other than foregoing. The Issuer will not engage in any transactions with the TrusteeTrustor, the Delaware TrusteeCertificateholders, or any Affiliate of the foregoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Servicer Certificateholder, or any Affiliate of the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, foregoing will be (i) the Trust shall reimburse on such Personterms and conditions (including terms relating to amounts paid thereunder) as would be generally available if such business transaction were with an unaffiliated entity in a comparable transaction, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; and (ii) pursuant to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;enforceable written agreements.
(xii) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) The Issuer will not hold out its credit or assets as being available to satisfy the obligations of others;. The Issuer will not guarantee or otherwise become liable for the obligation of any other Person.
(xvj) pay The Issuer will not act as the agent of any other Person.
(k) The Issuer will use stationery, invoices, and checks that are separate from those of any other Person (other than the Delaware Trustee or the Certificate Paying Agent).
(l) The Issuer will not grant a security interest in its liabilities only out assets to secure the obligations of any other Person.
(m) The Issuer will maintain adequate capital in light of its funds;contemplated business purpose, transactions, and liabilities (provided, that neither the Trustor nor any Certificateholder will have any obligation to make any contribution of capital to the Issuer).
(xvin) pay The Issuer will not, directly or indirectly, engage in any business or activity other than the salaries of its own employees, if any; andtransactions contemplated by the Transaction Documents. The Issuer will not have any assets other than those contemplated by the Transaction Documents.
(xviio) The Issuer will not incur any indebtedness, liability, obligation, or expense, other than pursuant to the transactions contemplated by the Transaction Documents.
(p) The Issuer will not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company, or other).
(q) The Issuer will not make or permit to remain outstanding any loan or advance to any Person, hold evidence of indebtedness issued by any other Person, or own any stock, securities, or other investment, other than in each case cash and investments permitted under the Transaction Documents.
(r) The Issuer will maintain complete records of all transactions (including all transactions with the Trustor, the Certificateholders, or any Affiliate of the foregoing).
(s) The Issuer will comply with all requirements of applicable trust law regarding its operations and will comply with the provisions of this Agreement, its Certificate of Trust, and the Transaction Documents to which it is a party.
(t) The Issuer will not acquire all or substantially all of the assets of any other Person.
(u) The Issuer will cause the agents and other representatives of the TrustIssuer, if any, to act at all times with respect to the Trust Issuer consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;; 76
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Through Cert Ser 2002-Ms6)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers The Issuer will operate in accordance with the Trust, so long as any Certificates are outstanding, the Trust shall perform the followingfollowing requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Ownership Certificateholder, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Ownership Certificateholder, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Ownership Certificateholder, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Ownership Certificateholder, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings or obtaining the name consent of the Trust;Ownership Certificateholder or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Ownership Certificateholder, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services Delaware Trustee as provided herein and as contemplated by the other Transaction Documents, the Issuer will pay its own debts, liabilities and expenses only out of its own funds. The Issuer will not have been or are in any employees.
(h) The Issuer will maintain an arm's length relationship with the future performed or paid by any Person on behalf Trustor, the Ownership Certificateholder, and each Affiliate of the Trust (other than foregoing. The Issuer will not engage in any transactions with the TrusteeTrustor, the Delaware TrusteeOwnership Certificateholder, or any Affiliate of the foregoing except as contemplated by the Transaction Documents. All transactions entered into by the Issuer with the Trustor, the Servicer Ownership Certificateholder, or any Affiliate of the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, foregoing will be (i) the Trust shall reimburse on such Personterms and conditions (including terms relating to amounts paid thereunder) as would be generally available if such business transaction were with an unaffiliated entity in a comparable transaction, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; and (ii) pursuant to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;enforceable written agreements.
(xii) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) The Issuer will not hold out its credit or assets as being available to satisfy the obligations of others;. The Issuer will not guarantee or otherwise become liable for the obligation of any other Person.
(xvj) pay The Issuer will not act as the agent of any other Person.
(k) The Issuer will use stationery, invoices, and checks that are separate from those of any other Person (other than the Delaware Trustee or the Certificate Paying Agent).
(l) The Issuer will not grant a security interest in its liabilities only out assets to secure the obligations of any other Person.
(m) The Issuer will maintain adequate capital in light of its funds;contemplated business purpose, transactions, and liabilities (provided, that neither the Trustor nor the Ownership Certificateholder will have any obligation to make any contribution of capital to the Issuer other than as expressly set forth in this Agreement and the Indenture).
(xvin) pay The Issuer will not, directly or indirectly, engage in any business or activity other than as set forth in Sectiom 2.05(a). The Issuer will not have any assets other than those contemplated by the salaries Transaction Documents.
(o) Except as otherwise provided in Section 9.01, the Issuer will not dissolve or liquidate, in whole or in part.
(p) The Issuer will not consolidate or merge with or into any other entity or sell, lease, assign, convey or otherwise transfer all or substantially all of its own employees, if any; andproperties and assets to any Person except as permitted under the Indenture.
(xviiq) The Issuer will not incur any indebtedness, liability, obligation, or expense, other than pursuant to the transactions contemplated by the Transaction Documents.
(r) The Issuer will not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company, or other).
(s) The Issuer will not make or permit to remain outstanding any loan or advance to any Person, hold evidence of indebtedness issued by any other Person, or own any stock, securities, or other investment, other than in each case cash and investments permitted under the Transaction Documents.
(t) The Issuer will maintain complete records of all transactions (including all transactions with the Trustor, the Ownership Certificateholder, or any Affiliate of the foregoing).
(u) The Issuer will comply with all requirements of applicable trust law regarding its operations and will comply with the provisions of this Agreement, its Certificate of Trust, and the Transaction Documents to which it is a party.
(v) The Issuer will not acquire all or substantially all of the assets of any other Person.
(w) The Issuer will cause the agents and other representatives of the TrustIssuer, if any, to act at all times with respect to the Trust Issuer consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;; 84
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pa THR Cert Series 2003-Ms2)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;; 72
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-S2)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such 41 Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (WAMU Mortgage Pass-Through Certificates Series 2004-Ar2)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's ’s creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section
10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Series 2004-Ar1)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers The Issuer will operate in accordance with the Trust, so long as any Certificates are outstanding, the Trust shall perform the followingfollowing requirements:
(ia) except as expressly permitted by this Agreement or the Custodial AgreementThe Issuer will be, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) at all times will hold itself out to creditors and the public as and all other Persons as, a legal entity separate and distinct from any other Person and Person, will correct any known misunderstanding regarding its status as a separate identity entity, will conduct business solely in its own name, will not, except to the extent required by the tax laws, identify itself as a division of the Trustor, the Certificateholders, or any Affiliate of the foregoing, and refrain from engaging will not identify the Trustor, the Certificateholders, or any Affiliate of the foregoing as a division of the Issuer. The Issuer will not permit its name to be used by the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of such Person's business, nor will the Issuer use the name of the Trustor, the Certificateholders, or any Affiliate of the foregoing in the conduct of the Issuer's business.
(b) The Issuer will file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns or treated as a disregarded entity, and pay any taxes required to be paid under applicable law. Neither the Issuer nor the Administrator acting on behalf of the Issuer will file, or cause to be filed, any income or franchise tax return in any activity that compromises the separate legal identity state of the Trust;United States unless it will have obtained advice of counsel prior to such filing that, under the laws of such jurisdiction, the Issuer is required to file such income or franchise tax return.
(vc) prepare and The Issuer will maintain separate all of its books, records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts separate from those of any other Person;, except that such financial statements may be consolidated to the extent consolidation is required by law or generally accepted accounting principles as long as such financial statements make clear that the Issuer is separate from each other Person included in such financial statements.
(vid) allocate Assets of the Issuer will be separately identified, maintained, and charge fairly and reasonably any overhead shared segregated. The assets of the Issuer will not be commingled with those of any other Person;. The Issuer will maintain its assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person. The Issuer will maintain separate bank accounts in its own name. The Issuer will maintain its assets in its own name.
(viie) transact The Issuer will comply with all business with affiliates on an arm's-length basis trust formalities to maintain and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trustpreserve its existence as a separate entity, including, without limitationto the extent (if any) required by law, letters, invoices, purchase orders and contracts, shall be made solely in holding meetings 141966038 or obtaining the name consent of the Trust;Certificateholders or the Trustor, and maintaining separate and accurate records of such actions.
(ixf) The Issuer will maintain a one or more separate office offices through which its business shall will be conducted, provided that . Any such office may be an office of the Delaware Trustee, which but no such office shall not will be shared with the Company Trustor, the Certificateholders, or any affiliates Affiliate of the Company;foregoing.
(xg) in Other than organizational expenses and amounts payable to the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the TrusteeDelaware Trustee as provided herein, the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or Issuer will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its own debts, liabilities and expenses only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.own
Appears in 1 contract
Sources: Trust Agreement
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in it consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual Mor Sec Corp Mor Pa THR Cer Ser 2002-Ar1)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
; (xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cert Series 2002-S8)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;; 50
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass THR Certs Ser 2003-Ar12)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;; 77
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Thru Certificates Series 2002-Ms8)
Separateness Requirements. Notwithstanding any other provision of this Agreement anything to the contrary contained herein, except as contemplated or permitted by the Financing Documents, during the Covered Period each Member agrees that the Company shall do all things necessary to maintain its existence as a limited liability company separate and any provision of law that otherwise so empowers apart from the TrustMembers, so long as any Certificates are outstandingDS Holdings and the Subsidiaries and their respective Affiliates (each, the Trust shall perform a “Related Party”), including the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, 14.1.1 maintain its books, records, bank accounts at least two Independent Managers;
14.1.2 have stationery and files other business forms separate from those of any other PersonRelated Party;
(ii) except as expressly permitted 14.1.3 be at all times adequately capitalized in light of its contemplated business; Portions of this Exhibit, indicated by this Agreement, the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
14.1.4 provide at all times for its own operating expenses and liabilities from its own funds;
14.1.5 maintain its assets, funds and transactions separate from those of any other Related Party, reflecting such assets and transactions in its own financial statements separate name and distinct from those of any such other Related Party (except that the Company’s, DS Holdings and the Subsidiaries’ financial statements may be consolidated with the financial statements of any Member, any Sponsor or any other direct or indirect equity owner of the Company, DS Holdings or any of the Subsidiaries), and evidencing such assets and transactions by appropriate entries in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assetsbooks and records separate and distinct from those of any other Related Party;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) 14.1.6 hold itself out to creditors and the public under its own name as a legal entity separate and distinct from any such other Related Party and any other Person and shall correct any known misunderstanding regarding its separate identity entity status of which it has knowledge;
14.1.7 hold regular duly noticed meetings, or obtain appropriate consents, of Members or other analogous governing body, and refrain from engaging make and retain minutes of such meetings, as are necessary or appropriate to authorize all of Company’s actions required by law to be authorized by its governing body;
14.1.8 not engage in any activity that compromises transaction with any other Related Party, except as permitted by the separate legal identity of the TrustFinancing Documents or this Agreement;
(v) prepare and 14.1.9 not maintain separate records, accounts and financial statements in accordance any joint account with generally accepted accounting principles, consistently applied, and susceptible any other Related Party or become liable as a guarantor or otherwise with respect to audit. To the extent it is included in consolidated financial statements any debt or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts contractual obligation of any other PersonRelated Party;
(vi) allocate and charge fairly and reasonably any overhead shared with 14.1.10 not direct or participate in the management of any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust Related Party (other than in the Trustee, case of DS Holdings and the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services renderedSubsidiaries;
(xi) except as expressly permitted by this Agreement, 14.1.11 not commingle its make any payment or distribution of assets or funds with those respect to any obligation of any other PersonRelated Party (other than as contemplated by the DS Holdings Depositary Agreement (as defined in the Master Agreements or any other Financing Document) or grant an adverse claim on any of its assets to secure any obligation of any such other Related Party (other than to DS Holdings or to any of the Subsidiaries);
14.1.12 not make loans or advances or otherwise extend credit to any such other Related Party (xii) except other than to DS Holdings or to any of the Subsidiaries);
14.1.13 not hold itself out as expressly permitted by this Agreement, not assume, guaranteehaving agreed to pay, or pay the debts as being liable (primarily or secondarily) for, any obligations of any such other Person;
(xiii) Related Party, except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently Common Facilities (as defined in the EPC Contracts) joint purchasing of supplies; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and in furtherance have been filed separately with the Secretary of the foregoing. None Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the TrusteeSecurities Exchange Act of 1934.
14.1.14 have all business transactions that are entered into by it with any of its Affiliates be on arms-length, commercially reasonable terms and have such business transactions approved in accordance with this Agreement; and
14.1.15 not acquire obligations or securities of its Members, except as provided in the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03Transaction Documents.
Appears in 1 contract
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust;); 39
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall (except by amendment of this Agreement permitted by Section 10.01) direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar16)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;; 60
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass THR Cert Ser 2002-Ar3)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's ’s creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm'sarm’s-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust (or the Trustee on behalf of the Trust);
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
; (xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wamu Mortage Pass Thru Cert Series 2003-Ar3)
Separateness Requirements. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall perform the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, maintain its books, records, bank accounts and files separate from those of any other Person;
(ii) except as expressly permitted by this Agreement, maintain its assets in its own separate name and in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assets;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person and correct any known misunderstanding regarding its separate identity and refrain from engaging in any activity that compromises the separate legal identity of the Trust;
(v) prepare and maintain separate records, accounts and financial statements in accordance with generally accepted accounting principles, consistently applied, and susceptible to audit. To the extent it is included in consolidated financial statements or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts of any other Person;
(vi) allocate and charge fairly and reasonably any overhead shared with any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;; 84
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust (other than the Trustee, the Delaware Trustee, the Master Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services rendered;
(xi) except as expressly permitted by this Agreement, not commingle its assets or funds with those of any other Person;
(xii) except as expressly permitted by this Agreement, not assume, guarantee, or pay the debts or obligations of any other Person;
(xiii) except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently and in furtherance of the foregoing. None of the Trustee, the Delaware Trustee, the Company or the Master Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Master Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Through Cert Ser 2003-Ms3)
Separateness Requirements. Notwithstanding any other provision of this Agreement anything to the contrary contained herein, except as contemplated or permitted by the Financing Documents, during the Covered Period each Member agrees that the Company shall do all things necessary to maintain its existence as a limited liability company separate and any provision of law that otherwise so empowers apart from the TrustMembers, so long as any Certificates are outstandingDS Holdings and the Subsidiaries and their respective Affiliates (each, the Trust shall perform a “Related Party”), including the following:
(i) except as expressly permitted by this Agreement or the Custodial Agreement, 14.1.1 maintain its books, records, bank accounts at least two Independent Managers;
14.1.2 have stationery and files other business forms separate from those of any other PersonRelated Party;
(ii) except as expressly permitted 14.1.3 be at all times adequately capitalized in light of its contemplated business; Portions of this Exhibit, indicated by this Agreement, the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
14.1.4 provide at all times for its own operating expenses and liabilities from its own funds;
14.1.5 maintain its assets, funds and transactions separate from those of any other Related Party, reflecting such assets and transactions in its own financial statements separate name and distinct from those of any such other Related Party (except that the Company’s, DS Holdings and the Subsidiaries’ financial statements may be consolidated with the financial statements of any Member, any Sponsor or any other direct or indirect equity owner of the Company, DS Holdings or any of the Subsidiaries), and evidencing such assets and transactions by appropriate entries in such a manner that it is not costly or difficult to segregate, identify, or ascertain such assetsbooks and records separate and distinct from those of any other Related Party;
(iii) consider the interests of the Trust's creditors in connection with its actions;
(iv) 14.1.6 hold itself out to creditors and the public under its own name as a legal entity separate and distinct from any such other Related Party and any other Person and shall correct any known misunderstanding regarding its separate identity entity status of which it has knowledge;
14.1.7 hold regular duly noticed meetings, or obtain appropriate consents, of Members or other analogous governing body, and refrain from engaging make and retain minutes of such meetings, as are necessary or appropriate to authorize all of Company’s actions required by law to be authorized by its governing body;
14.1.8 not engage in any activity that compromises transaction with any other Related Party, except as permitted by the separate legal identity of the TrustFinancing Documents or this Agreement;
(v) prepare and 14.1.9 not maintain separate records, accounts and financial statements in accordance any joint account with generally accepted accounting principles, consistently applied, and susceptible any other Related Party or become liable as a guarantor or otherwise with respect to audit. To the extent it is included in consolidated financial statements any debt or consolidated tax returns, such financial statements and tax returns will reflect the separateness of the respective entities and indicate that the assets of the Trust will not be available to satisfy the debts contractual obligation of any other PersonRelated Party;
(vi) allocate and charge fairly and reasonably any overhead shared with 14.1.10 not direct or participate in the management of any other Person;
(vii) transact all business with affiliates on an arm's-length basis and pursuant to written, enforceable agreements;
(viii) conduct business solely in the name of the Trust. In that regard all written and oral communications of the Trust, including, without limitation, letters, invoices, purchase orders and contracts, shall be made solely in the name of the Trust;
(ix) maintain a separate office through which its business shall be conducted, provided that such office may be an office of the Trustee, which office shall not be shared with the Company or any affiliates of the Company;
(x) in the event that services have been or are in the future performed or paid by any Person on behalf of the Trust Related Party (other than in the Trustee, case of DS Holdings and the Delaware Trustee, the Servicer or the Tax Matters Person as permitted herein), reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person. Accordingly, (i) the Trust shall reimburse such Person, as applicable, for the commercially reasonable value of such services or expenses provided or incurred by such Person; (ii) to the extent invoices for such services are not allocated and separately billed to the Trust, the amount thereof that was or is to be allocated and separately billed to the Trust was or will be reasonably related to the services provided to the Trust; and (iii) any other allocation of direct, indirect or overhead expenses for items shared between the Trust and any other Person, was or will be, to the extent practicable, allocated on the basis of actual use or value of services rendered or otherwise on a basis reasonably related to actual use or the value of services renderedSubsidiaries;
(xi) except as expressly permitted by this Agreement, 14.1.11 not commingle its make any payment or distribution of assets or funds with those respect to any obligation of any other PersonRelated Party (other than as contemplated by the DS Holdings Depositary Agreement (as defined in the Master Agreements or any other Financing Document) or grant an adverse claim on any of its assets to secure any obligation of any such other Related Party (other than to DS Holdings or to any of the Subsidiaries);
14.1.12 not make loans or advances or otherwise extend credit to any such other Related Party (xii) except other than to DS Holdings or to any of the Subsidiaries);
14.1.13 not hold itself out as expressly permitted by this Agreement, not assume, guaranteehaving agreed to pay, or pay the debts as being liable (primarily or secondarily) for, any obligations of any such other Person;
(xiii) Related Party, except as expressly permitted by this Agreement, not pledge its assets for the benefit of any other Person;
(xiv) not hold out its credit or assets as being available to satisfy the obligations of others;
(xv) pay its liabilities only out of its funds;
(xvi) pay the salaries of its own employees, if any; and
(xvii) cause the agents and other representatives of the Trust, if any, to act at all times with respect to the Trust consistently Common Facilities (as defined in the EPC Contracts) joint purchasing of supplies; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and in furtherance have been filed separately with the Secretary of the foregoing. None Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the TrusteeSecurities Exchange Act of 1934.
14.1.14 have all business transactions that are entered into by it with any of its Affiliates be on arms- length, commercially reasonable terms and have such business transactions approved in accordance with this Agreement; and
14.1.15 not acquire obligations or securities of its Members, except as provided in the Delaware Trustee, the Company or the Servicer shall take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03. Neither the Company nor the Servicer shall direct the Trustee or the Delaware Trustee to take any action that is inconsistent with the purposes of the Trust or Section 2.02 or Section 2.03Transaction Documents.
Appears in 1 contract
Sources: Purchase and Sale Agreement