Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. (A) The capital of the Seller is adequate for the business and undertakings of the Seller. (B) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. (Ai) The capital of the Seller is adequate for the business and undertakings of the Seller. (Bii) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (Ciii) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (Div) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (Ev) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (Fvi) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. (A) The capital of the Seller is adequate for the business and undertakings of the Seller. (B) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.. 66

Special Purpose Entity. (A) The capital of the Seller is adequate for the business and undertakings of the Seller. (B) Other than as provided in the Basic Documents, the Seller is not engaged in any business transactions with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous deposits. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. The Seller has not and shall not: (i) engage in any business or activity other than the purchase and receipt of Collateral and related assets, the Grant of Collateral under the Transaction Documents, and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral and related assets, (b) the ownership interests in any REO Affiliate and (c) incidental property as may be necessary for the operation of the Seller; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case first obtaining the consent of the Administrative Agent and each Purchaser Agent; (iv) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent and each Purchaser Agent, amend, modify, terminate or fail to comply with the provisions of Sections 1.05, 1.07, 1.08, 4.02(b) and 10.01 of its operating agreement and any of the defined terms in Section 1.01 of its operating agreement that are contained in any of the above-mentioned sections thereof, or fail to observe limited liability company formalities; (v) own any Subsidiary or make any investment in any Person other than an REO Affiliate without the consent of the Administrative Agent and each Purchaser Agent; (vi) except as permitted by this Agreement and the Intercreditor Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (A) The capital of indebtedness to the Seller is adequate for the business and undertakings of the Seller. Secured Parties hereunder, (B) Other than as provided in the Basic Documents, under the Seller is not engaged in any business transactions with Credit Acceptance. ISDA Guaranty or (C) Other than in connection conjunction with a repayment of all Advances owed to the Basic DocumentsPurchasers, except for trade payables in the Seller has ordinary course of its business; provided that such debt is not incurred any indebtedness evidenced by a note and is paid when due; (viii) become insolvent or assumed or guarantied any indebtedness fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other entity.Person; (Dx) At least two directors enter into any contract or agreement with any Affiliate, except upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arms-length basis with unrelated third parties; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identity of Seller and the Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than the Assets, Cash, Permitted Investments and, with the prior written consent of the board of directors Administrative Agent, any loan to an REO Affiliate of the type described in clause (b) of the definition thereof); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Internal Revenue Code and regulations (without limiting the foregoing, it is acknowledged and agreed that a single member limited liability company is a disregarded entity for purposes of the Internal Revenue Code); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvii) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xix) except as may be required by the Code and regulations, share any common logo with or hold itself out as or be considered as a department or division of (a) any of its principals or affiliates, (b) any Affiliate of a principal or (c) any other Person; (xx) permit any transfer (whether in any one or more transactions) of any direct ownership interest in the Seller shall to the extent it has the ability to control the same, unless the Seller delivers to the Administrative Agent and each Purchaser Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person (without limiting the foregoing, it is acknowledged that for accounting purposes, the Company may be persons consolidated with another Person as required by GAAP and included in such Person’s consolidated financial statements); (xxii) fail to pay its own liabilities and expenses only out of its own funds; (xxiii) fail to pay the salaries of its own employees, if any, in light of its contemplated business operations; (xxiv) acquire the obligations or securities of its Affiliates or stockholders except for obligations or securities of any REO Affiliate and any loan to an REO Affiliate of the type described in clause (b) of the definition thereof with the prior written consent of the Administrative Agent; (xxv) guarantee any obligation of any person, including an Affiliate; (xxvi) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxvii) fail to use separate invoices and checks bearing its own name; (xxviii) pledge or permit the pledge of its assets for the benefit of any other Person, other than with respect to the payment of the indebtedness to the Secured Parties hereunder; (xxix) fail at any time to have at least one independent manager (an “Independent Manager”) who (1) are not, and will is not be, currently a director, officer, employee employee, trade creditor, shareholder, manager or holder member (or spouse, parent, sibling or child of the foregoing) of (a) the Originator, (b) the Seller, (c) any principal of the Originator, (d) any Affiliate of the Originator, or (e) any Affiliate of any equity securities principal of Credit Acceptance or any of its Affiliates or Subsidiariesthe Originator; provided that each such person Independent Manager may be an independent director manager or an independent manager of another special purpose entity affiliated with the Servicer, and Originator; (2xxx) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required fail to provide that the unanimous consent of all independent directors thereof before such corporation its managers (including the consent of the Independent Manager) is required for the Seller to (a) dissolve or limited liability company could liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it or could it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy and or insolvency, (yd) at least three years seek or consent to the appointment of employment experience with one a receiver, liquidator, assignee, trustee, sequestrator, custodian or more entities that provideany similar official for the Seller, (e) make any assignment for the benefit of the Seller’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; and (xxxi) take or refrain from taking, as applicable, each of the activities specified in the ordinary course non-consolidation opinion of their respective businessesDechert LLP, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified dated as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller Initial Closing Date, upon which the conclusions expressed therein are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous depositsbased. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. The Seller has not and shall not: (Ai) The capital engage in any business or activity other than the purchase and receipt of Collateral and related assets from the Seller is adequate Originator under the Sale Agreement, the purchase and receipt of Eligible Treasury Securities in accordance with this Agreement during an Available Treasuries Period, the sale of Collateral under the Transaction Documents, and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral and related assets from the Originator under the Sale Agreement, (b) Eligible Treasury Securities in accordance with this Agreement during an Available Treasuries Period and (c) incidental property as may be necessary for the business and undertakings operation of the Seller.; (Biii) Other than merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case first obtaining the consent of the Administrative Agent and each Purchaser Agent; (iv) fail to preserve its existence as provided an entity duly organized, validly existing and in good standing under the Basic Documentslaws of the jurisdiction of its organization or formation, or without the Seller is not engaged prior written consent of the Administrative Agent and each Purchaser Agent, amend, modify, terminate or fail to comply with the provisions of its operating agreement, or fail to observe limited liability company formalities; (v) own any Subsidiary or make any investment in any business transactions with Credit Acceptance.Person without the consent of the Administrative Agent and each Purchaser Agent; (Cvi) Other than in connection except as permitted by this Agreement and the Lock-Box Agreement, commingle its assets with the Basic Documentsassets of any of its Affiliates, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity.Person; (Dvii) At least two directors incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Purchasers, except for trade payables in the ordinary course of its business; provided that such debt is not evidenced by a note and is paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than such Person; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identity of Seller and the Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade securities); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Internal Revenue Code and regulations; (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvii) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xix) except as may be required by the Internal Revenue Code and regulations, share any common logo with or hold itself out as or be considered as a department or division of (a) any of its principals or affiliates, (b) any Affiliate of a principal or (c) any other Person; (xx) permit any transfer (whether in one or more transactions) of any direct or indirect ownership interest in the Seller to the extent it has the ability to control the same, unless the Seller delivers to the Administrative Agent and each Purchaser Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person; (xxii) fail to pay its own liabilities and expenses only out of its own funds; (xxiii) fail to pay the salaries of its own employees in light of its contemplated business operations; (xxiv) acquire the obligations or securities of its Affiliates or stockholders; (xxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxvi) fail to use separate invoices and bank accounts; (xxvii) pledge its assets for the benefit of any other Person, other than with respect to payment of the board of directors of indebtedness to the Seller shall be persons Secured Parties hereunder; (xxviii) fail at any time to have at least one independent director who (1) are not, is not and will has not be, been for at least five years a director, officer, employee employee, trade credit or holder shareholder (or spouse, parent, sibling or child of the foregoing) of (a) the Servicer, (b) the Seller, (c) any principal of the Servicer, (d) any Affiliate of the Servicer, or (e) any Affiliate of any equity securities principal of Credit Acceptance or any of its Affiliates or Subsidiariesthe Servicer (an “Independent Director”); provided that each such person Independent Director may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation Servicer or fail to ensure that all limited liability company whose charter documents required action relating to the selection, maintenance or replacement of the Independent Director are duly authorized by the unanimous vote of the board of directors (including the Independent Director); (xxix) to provide that the unanimous consent of all independent directors thereof before such corporation (including the consent of the Independent Director) is required for the Seller to (a) dissolve or limited liability company could liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it or could it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy and or insolvency, (yd) at least three years seek or consent to the appointment of employment experience with one a receiver, liquidator, assignee, trustee, sequestrator, custodian or more entities that provideany similar official for the Seller, (e) make any assignment for the benefit of the Seller’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; and (xxx) take or refrain from taking, as applicable, each of the activities specified in the ordinary course non-consolidation opinion of their respective businesses▇▇▇▇▇▇ ▇▇▇▇▇ LLP, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified dated as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds of any other Person, except for Dealer Collections and erroneous depositsdate hereof. (F) The limited liability company agreement of the Seller requires it to maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its shareholders and board of directors.

Special Purpose Entity. Except as contemplated by the Facility Documents and the Associated Seller MRA and all Facility Documents (Aas defined in the Associated Seller MRA), Seller shall, and shall cause the REO Subsidiary to (i) The capital of own no assets, and not engage in any business, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) solely with respect to the Seller is adequate for and the business REO Subsidiary, maintain books and undertakings records separate from those of the Seller. all other Persons; (Biii) Other than as provided in the Basic Documents, solely with respect to the Seller is and the REO Subsidiary, maintain its bank accounts separate from each other Persons; (iv) not engaged in any business transactions commingle its assets with Credit Acceptance. (C) Other than in connection with the Basic Documents, the Seller has not incurred any indebtedness or assumed or guarantied any indebtedness of any other entity. (D) At least two directors of the board of directors of the Seller shall be persons who (1) are not, and will not be, a director, officer, employee or holder of any equity securities of Credit Acceptance or any of its Affiliates or Subsidiaries; provided that each such person may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (2) have (x) prior experience as an “independent director” for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. (E) Once identified as Seller funds and assets by the Servicer and separated in accordance with the Servicer’s normal and customary business practices, the funds and assets of the Seller are not, and will not be, commingled with the funds those of any other Person; (v) solely with respect to the Seller and the REO Subsidiary, pay its own debts and liabilities out of its own funds; (vi) solely with respect to the Seller and the REO Subsidiary, maintain financial statements separate and apart from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirement of Law; (vii) observe all organizational formalities and other applicable or customary formalities to preserve its existence; (viii) not engage in any business or activity other than as set forth in Seller’s organizational documents, the REO Subsidiary Agreement or the Asset Subsidiary Agreement, as applicable; (ix) not guarantee or become obligated for Dealer Collections the debts of any other Person or make any loans or advances to any other Person and erroneous deposits. (F) The limited liability company agreement shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates other than Seller’s ownership of the Seller requires it to maintain Asset Subsidiary Interests, the REO Subsidiary Interests and Participation Interests; (Ax) not acquire the direct or indirect obligations of, or securities issued by, its shareholders or any Affiliate; (xi) allocate fairly and reasonably any overhead for expenses that are shared with an Affiliate, including paying for the office space and services performed by any employee of any Affiliate; (xii) conduct business in its own name, promptly correct and complete minute books and records any known misunderstandings regarding its separate identity, hold all of accountits assets in its own name, and not identify itself as a division of any other Person; (Bxiii) minutes reserved; (xiv) not engage or suffer any change in ownership, winding-up, dissolve or liquidate in whole or in part except as otherwise provided in Seller’s organizational documents, the REO Subsidiary Agreement or the Asset Subsidiary Agreement, as applicable; (xv) not consolidate or merge, in whole or in part, with or into any other entity or sell, lease, assign, convey or otherwise transfer all or substantially all of its properties and assets to any Person; (xvi) not take any action that knowingly shall cause the Seller, the REO Subsidiary or the Asset Subsidiary to become insolvent; (xvii) solely with respect to the Seller and the REO Subsidiary, use separate stationary, invoices, and checks bearing its own name; (xviii) not incur or assume any Indebtedness; (xix) not hold out its credit as being available to satisfy the obligations of others; (xx) not make any loans or advances to any third party, and shall not acquire obligations or securities of its Affiliates; (xxi) solely with respect to the Seller and the REO Subsidiary, maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (xxii) solely with respect to the Seller and the REO Subsidiary, file separate tax returns from those of each Person and entity except as may be required by law; (xxiii) solely with respect to the Seller and the REO Subsidiary, have an Independent Member; (xxiv) except as contemplated by this Agreement and the other Facility Documents not form, acquire or hold any Subsidiary or own any equity interest in any other entity other than the REO Subsidiary Interests, the Asset Subsidiary Interests and the Participation Interests, as applicable; (xxv) solely with respect to the Seller and the REO Subsidiary, maintain its assets in a manner that will not be costly or difficult to segregate ascertain or identify from those of any other Person; and (xxvi) shall not pledge its assets to secure the obligations of any other Person except pursuant to this Agreement and the Associated Seller MRA. Seller, the REO Subsidiary and each Asset Subsidiary shall not permit any modification or restructuring of Seller’s organizational documents, the REO Subsidiary Agreement or the Asset Subsidiary Agreement (including, without limitation, any changes in the cash flow with respect to the Seller’s organizational documents, the REO Subsidiary Agreement and the Asset Subsidiary Agreement) without the consent of the meetings and other proceedings of its shareholders and board of directorsBuyer.