Common use of Corporate Separateness Clause in Contracts

Corporate Separateness. The Guarantor shall at all times maintain its separate existence and, specifically, shall conduct its affairs in accordance with the following: (a) the Guarantor shall: (i) maintain and prepare separate financial reports and financial statements in accordance with GAAP, showing its assets and liabilities separate and apart from those of any other Person other than its Subsidiaries, and will not have its assets listed on the financial statement of any other Person (provided, that the Guarantor's assets may be included in a consolidated financial statement of a Person of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; (ii) maintain its books, records and bank accounts separate from those of its Affiliates and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accounts; (b) the Guarantor shall not commingle or pool any of its funds or other assets with those of any Affiliate or any other Person other than its Subsidiaries, and it shall hold all of its assets in its own name; (c) the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any Person other than its Subsidiaries; (d) the Guarantor shall, insofar as is consistent with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; (e) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence; (f) the Guarantor shall, to the extent it utilizes stationary, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person other than its Subsidiaries and shall correct any known misunderstanding regarding its separate identity; (h) the Guarantor shall not identify itself as a division of any other Person; (i) the Guarantor shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiaries; (j) the Guarantor shall not use its separate existence to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable law; (k) the Guarantor shall not, in connection with the Transaction Documents, act with an intent to hinder, delay, or defraud any of its creditors in violation of applicable law; and (l) the Guarantor shall not pledge its assets for the benefit of any Person, except as permitted by the Financing Documents.

Corporate Separateness. The Guarantor Borrower and its Subsidiaries on the one hand and Holdings on the other hand shall at all times maintain its separate existence and, specifically, shall conduct its affairs in accordance with the following: (a) conduct their respective business solely in their own respective names and through their own respective authorized officers and agents so as not to mislead others as to their identity, (b) abide by all corporate formalities and procedures (as applicable) as required by this Agreement, their applicable formation document or the Guarantor shall: laws of their respective jurisdictions of formation, including, without limitation, the maintenance of current books and records, (ic) not permit any of the financial statements of Borrower or any of its Subsidiaries or Holdings in any way to suggest that the assets of Borrower or any of its Subsidiaries are available to pay claims of creditors of Holdings and shall ensure that the financial statements of Borrower and its Subsidiaries shall not be consolidated with the financial statements of Holdings unless separate financial statements of Borrower and its Subsidiaries are also prepared and that none of the assets of Borrower and its Subsidiaries will be consolidated or otherwise reflected on the financial statements of Holdings, except as permitted by the foregoing, (d) hold Borrower or any of its Subsidiaries out as having agreed to pay or become liable for the debts or obligations of Holdings, (e) not operate or purport to operate as an integrated, single economic unit with respect to each other and not seek or obtain credit or incur any obligation to any third Person (other than obligations under the Credit Documents and the Senior Subordinated Note Related Documents) based upon the assets of the other, (f) manage their own liabilities, obligations and expenses separate and apart from the other and each shall provide for and pay out of their own respective assets their own respective liabilities, obligations and expenses, (g) maintain and prepare separate continue to maintain an arm's length relationship with the other, (h) keep correct and complete records, books of account, financial reports statements, accounting records and financial statements in accordance with GAAP, showing its assets and liabilities bank accounts separate and apart from those of any the other, (i) not seek the dissolution or winding up in whole, or in part, of the other, and (j) ensure that the funds and other Person other than assets of 107 Holdings will be identifiable and will not be commingled with those of Borrower or its Subsidiaries, and will not have its the assets listed on and liabilities of Holdings shall and shall continue to be readily distinguishable from the financial statement assets and liabilities of any other Person (provided, that the Guarantor's assets may be included in a consolidated financial statement of a Person of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; (ii) maintain its books, records and bank accounts separate from those of its Affiliates and any other Person other than Borrower or its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accounts; (b) the Guarantor shall not commingle or pool any of its funds or other assets with those of any Affiliate or any other Person other than its Subsidiaries, and it shall hold all of its assets in its own name; (c) the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any Person other than its Subsidiaries; (d) the Guarantor shall, insofar as is consistent with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; (e) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence; (f) the Guarantor shall, to the extent it utilizes stationary, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person other than its Subsidiaries and shall correct any known misunderstanding regarding its separate identity; (h) the Guarantor shall not identify itself as a division of any other Person; (i) the Guarantor shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiaries; (j) the Guarantor shall not use its separate existence to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable law; (k) the Guarantor shall not, in connection with the Transaction Documents, act with an intent to hinder, delay, or defraud any of its creditors in violation of applicable law; and (l) the Guarantor shall not pledge its assets for the benefit of any Person, except as permitted by the Financing Documents.

Corporate Separateness. The Guarantor shall at all times maintain its separate existence and, specifically, shall conduct its affairs in accordance with the following: (a) the Guarantor shall: (i) maintain and prepare separate financial reports and financial statements in accordance with GAAP, showing its assets and liabilities separate and apart from those of any other Person other than its Subsidiaries, and will not have its assets listed on the financial statement of any other Person (provided, that the Guarantor's ’s assets may be included in a consolidated financial statement of a Person of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP); (ii) maintain its books, records and bank accounts separate from those of its Affiliates and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate of its Affiliates independent access to its bank accounts; (b) the Guarantor shall not commingle or pool any of its funds or other assets with those of any Affiliate of its Affiliates or any other Person other than its Subsidiaries, and it shall hold all of its assets in its own name; (c) the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any Person other than its Subsidiaries; (d) the Guarantor shall, insofar as is consistent with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; (e) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence;; UNS Electric, Inc. Note Purchase Agreement (f) the Guarantor shall, to the extent it utilizes stationarystationery, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person other than its Subsidiaries and shall correct any known misunderstanding regarding its separate identity; (h) the Guarantor shall not identify itself as a division of any other Person; (i) the Guarantor shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiaries; (j) the Guarantor shall not use its separate existence to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable law; (k) the Guarantor shall not, in connection with this Agreement or the Transaction DocumentsNotes, act with an intent to hinder, delay, or defraud any of its creditors in violation of applicable law; and (l) the Guarantor shall not pledge its assets for the benefit of any Person, except as permitted by the Financing Documentsthis Agreement.

Corporate Separateness. (a) The Guarantor Borrower covenants to take the following actions, and the Servicer covenants to use its best efforts to cause the Borrower to take the following actions: The Borrower shall at all times maintain its separate existence and, specifically, shall conduct its affairs at least one Independent Director (as such term is defined in accordance with the following: (a) the Guarantor shall: (i) maintain and prepare separate financial reports and financial statements in accordance with GAAP, showing its assets and liabilities separate and apart from those of any other Person other than its Subsidiaries, and will not have its assets listed on the financial statement of any other Person (provided, that the Guarantor's assets may be included in a consolidated financial statement of a Person of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; (ii) maintain its books, records and bank accounts separate from those of its Affiliates and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accounts;Charter). (b) the Guarantor The Borrower shall not commingle direct or pool participate in the management of any of its funds or other assets with those the operations of any Affiliate or any other Person other than its Subsidiaries, and it shall hold all of its assets in its own name;the Other Companies. (c) The Borrower shall allocate fairly and reasonably any overhead for shared office space. The Borrower shall have stationery and other business forms separate from that of the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any Person other than its Subsidiaries;Other Companies. (d) the Guarantor shall, insofar as is consistent with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out The Borrower shall at all times be adequately capitalized in light of its own assets as the same shall become due;contemplated business. (e) the Guarantor has done, or caused to be done, The Borrower shall at all times provide for its own operating expenses and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve liabilities from its existence;own funds. (f) The Borrower shall maintain its assets and transactions separately from those of the Guarantor shall, to Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of the extent it utilizes stationary, invoices Other Companies and checks, maintain evidence such assets and utilize transactions by appropriate entries in books and records separate stationery, invoices and checks bearing its own name; (g) distinct from those of the Guarantor shall, at all times, Other Companies. The Borrower shall hold itself out to the public under the Borrower's own name as a legal entity separate and distinct from the Other Companies. The Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any other Person other than its Subsidiaries and obligations of the Other Companies. (g) The Borrower shall correct not maintain any known misunderstanding regarding its separate identity;joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Indebtedness or contractual obligation of any Other Company. (h) the Guarantor The Borrower shall not identify itself as grant a division Lien on any of its assets to secure any obligation of any other Person;Otxxx Xxxxxxx. (i) The Borrower shall not make loans, advances or otherwise extend credit to any of the Guarantor shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiaries;Other Companies. (j) the Guarantor The Borrower shall not use conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable law;existence. (k) the Guarantor The Borrower shall nothave bills of sale (or similar instruments of assignment) and, in connection if appropriate, UCC-1 financing statements, with the Transaction Documents, act with an intent respect to hinder, delay, or defraud all assets purchased from any of its creditors in violation of applicable law; andthe Other Companies. (l) the Guarantor The Borrower shall not pledge its assets for engage in any transaction with any of the benefit of any PersonOther Companies, except as permitted by this Second Restated Loan Agreement or the Financing DocumentsCharter and as contemplated by the Second Restated Repurchase Agreement. (m) The Borrower will limit its activities to those specified in the Charter and has no Subsidiaries.

Corporate Separateness. The Guarantor (a) Except to the extent permitted in this Agreement or the other Transaction Documents, the Borrower shall, and shall at all times cause each Borrower Subsidiary to, maintain certain policies and procedures relating to its existence as a separate existence andcorporation, specifically, shall conduct its affairs in accordance with the followingcompany or other legal entity as follows: (ai) the Guarantor shall: (i) maintain Borrower acknowledges its receipt of a copy of that certain opinion letter issued by Xxxxxxx Xxxx & Xxxxxxx, dated as of the Closing Date addressed to, among others, the Administrative Agent and prepare separate financial reports addressing the issue of substantive consolidation as it may relate to the Borrower, on the one hand, and financial statements the Servicer or the Manager, on the other hand. The Borrower hereby agrees to maintain, and to cause each Borrower Subsidiary to maintain, in accordance with GAAPplace all policies and procedures, showing its assets and liabilities separate take and apart from those of any other Person other than its continue to take all actions, relating to the Borrower or such Borrower Subsidiaries, and will not have its assets listed on the financial statement of any other Person (provided, as applicable; provided that the Guarantor's assets Borrower or any such Borrower Subsidiary may be included cease to maintain any policy or procedure if and to the extent that the Borrower or such Borrower Subsidiary delivers to the Administrative Agent an Opinion of Counsel reasonably acceptable to the Administrative Agent providing that such policy or procedure is no longer necessary, due to a change in a consolidated financial statement law or otherwise, for the rendering of a Person such earlier opinion relating to the issue of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; substantive consolidation. (ii) The Borrower shall, and shall cause each Borrower Subsidiary to: (A) maintain its books, own books and records and bank accounts separate from those of its Affiliates the Servicer, the Manager and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accountsexcept as otherwise contemplated by the constitutional documents of the Borrower Group Members or the Transaction Documents; (bB) the Guarantor shall not commingle or pool any of its funds or other assets with those of any Affiliate or any other Person other than its Subsidiaries, and it shall hold all of maintain its assets in its own namesuch a manner that it is not difficult to segregate, identify or ascertain such assets; (cC) the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity except with respect to any Person Borrower Group Member that is a grantor trust, have a board of directors separate from that of the Servicer, the Manager and any other than its SubsidiariesPerson; provided that the individuals serving as directors of each board of directors may be the same individuals on each board of directors; (dD) the Guarantor shallexcept with respect to any Borrower Group Member that is a grantor trust, insofar as is consistent with commercial cause its board of directors to meet at least quarterly and business circumstances affecting its business keep minutes of such meetings and financial condition, remain solvent actions and pay its own debts, liabilities observe all other corporate and expenses (including overhead expenses, if any) only out of its own assets as the same shall become dueother legal formalities; (eE) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence; (f) the Guarantor shall, to the extent it utilizes stationary, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, hold itself out to creditors and the public as a legal entity separate and distinct from the Servicer, the Manager and any other Person; (F) prepare separate financial statements and separate tax returns, and if separate returns for the Borrower and the Manager are required under applicable tax law, or if part of a consolidated group, then it will be shown as a 84 separate member of such group, and pay any taxes required to be paid under applicable tax law; (G) allocate and charge fairly and reasonably any common overhead shared with Affiliates; (H) conduct business in its own name, use separate invoices, stationery and checks and strictly comply with all organizational formalities to maintain its separate existence; (I) not commingle its assets or funds with those of any other Person (including the Servicer or the Manager); (J) not hold out its credit or assets as being available to satisfy the obligations of others; (K) not assume, guarantee or pay the debts or obligations of any other than Person or otherwise pledge its Subsidiaries and shall assets for the benefit of any other Person; (L) correct any known misunderstanding regarding its separate identity; (hM) the Guarantor shall not identify itself except as a division permitted by this Agreement, pay its own liabilities only out of any other Personits own funds; (iN) the Guarantor shall maintain adequate capital in light of its assets in such a manner that it will not be costly or difficult to segregatecontemplated business purpose, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiariestransactions and liabilities; (jO) not acquire the Guarantor shall not use its separate existence to abuse creditors securities of the Servicer or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable lawthe Manager; (kP) cause its Board of Directors and any officers, managers, agents and other representatives of the Guarantor shall notBorrower or such Borrower Subsidiary, as applicable, to act at all times with respect to the Borrower or such Borrower subsidiary, as the case may be, consistently and in connection furtherance of the foregoing and in compliance with the Transaction Documents, act with an intent to hinder, delay, or defraud any of its creditors in violation of applicable lawApplicable Law; and (lQ) except with regard to any trust of which the Guarantor shall not pledge its assets for Borrower or a Subsidiary is the benefit holder of the beneficial interest, to have at least two Independent Directors who may be an Independent Director serving on the board of directors of any Personof the other Borrower Group Members. (iii) Subject to requirements of applicable Bermuda law, except the Company shall do all things necessary to maintain itself in existence as permitted by an “exempted company” under the Financing Documentslaws of Bermuda.

Corporate Separateness. The Guarantor shall at At all times maintain its separate existence and, specifically, shall conduct its affairs in accordance with the followingensure that: (a) at least two directors of the Guarantor shall: Borrower are, and will at all times remain, Independent (ias such term is defined in the Borrower's Certificate or Articles of Incorporation); (b) the Borrower's funds and other assets are not commingled with those of any other Person; (c) the Borrower will not direct or participate in the management of any other Person's operations and no affiliate of the Borrower will be permitted to direct or participate in the management of the Borrower; (d) the Borrower will conduct its business from an office separate from that of any other Person; (e) the Borrower will have stationery and other business forms and a mailing address and a telephone number separate from that of any other Person; (f) the Borrower will at all times be adequately capitalized in light of its contemplated business; (g) the Borrower will at all times provide for its own operating expenses and liabilities from its own funds; (h) the Borrower will maintain and prepare separate financial reports and financial statements in accordance with GAAP, showing its assets and liabilities separate and apart transactions separately from those of any other Person other than its Subsidiaries, and will not have its reflect such assets listed on the and transactions in financial statement statements separate and distinct from those of any other Person (provided, that the Guarantor's and evidence such assets may be included and transactions by appropriate entries in a consolidated financial statement of a Person of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; (ii) maintain its books, books and records separate and bank accounts separate distinct from those of its Affiliates and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accountsPerson; (bi) the Guarantor shall not commingle or pool any of its funds or other assets with those of any Affiliate or any other Person other than its Subsidiaries, and it shall hold all of its assets in its own name; (c) the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any Person other than its Subsidiaries; (d) the Guarantor shall, insofar as is consistent with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; (e) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence; (f) the Guarantor shall, to the extent it utilizes stationary, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, Borrower will hold itself out to the public under its own name as a legal entity separate and distinct from any other Person other than its Subsidiaries and shall correct any known misunderstanding regarding its separate identityPerson; (hj) the Guarantor shall Borrower will not identify hold itself out as a division having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person; (ik) the Guarantor shall Borrower will not maintain any joint account with any other Person or become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person; (l) the Borrower will not make any payment or distribution of assets with respect to any obligation of any other Person or grant any Lien on any of its assets to secure any obligation of any other Person; (m) the Borrower will not make loans, advances or otherwise extend credit to any other Person; (n) the Borrower will hold regular duly noticed meetings of its stockholders and directors and make and retain minutes of such meetings; (o) the Borrower will have bills of sale (or other similar instruments of assignment) and, if appropriate, UCC-l financing statements, with respect to all assets purchased from any other Person; (p) the Borrower will file its own tax returns or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof, (q) the Borrower will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiaries; (j) the Guarantor shall not use its separate existence to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable law; (k) the Guarantor shall not, in connection with the Transaction Documents, act with an intent to hinder, delay, or defraud any of its creditors in violation of applicable lawPerson; and (lr) the Guarantor Borrower will comply with all provisions of its Certificate or Articles of Incorporation and Bylaws and shall not pledge its assets for the benefit of any Person, except as permitted by the Financing Documentsobserve all corporate formalities.

Corporate Separateness. The Guarantor Company and its Subsidiaries on the one hand and the Parent on the other hand shall at all times maintain its separate existence and, specifically, shall conduct its affairs in accordance with the following: (a) conduct their respective business solely in their own respective names and through their own respective authorized officers and agents so as not to mislead others as to their identity and all oral and written communications, (b) abide by all corporate formalities and procedures (as applicable) as required by this Agreement or the Guarantor shall: laws of their respective jurisdictions of formation, including, without limitation, the maintenance of current books and records, (c) not permit any of the financial statements of the Company or any of its Subsidiaries or the Parent in any way to suggest that the assets of the Company or any of its Subsidiaries are available to pay claims of creditors of the Parent and shall ensure that the financial statements of the Company and its Subsidiaries shall not be consolidated with the financial statements of the Parent and that none of the assets of the Company and its Subsidiaries will be consolidated or otherwise 119 reflected on the financial statements of the Parent, (d) hold the Company or any of its Subsidiaries out as having agreed to pay or become liable for the debts or obligations of the Parent, (e) not operate or purport to operate as an integrated, single economic unit with respect to each other and not seek or obtain credit or incur any obligation to any third Person (other than obligations under the Loan Documents and the Senior Subordinated Note Related Documents) based upon the assets of the other, (f) not have any intercompany claims between each other, (g) manage their own liabilities, obligations and expenses separate and apart from the other and each shall provide for and pay out of their own respective assets their own respective liabilities, obligations and expenses, (h) maintain and continue to maintain an arm's length relationship with the other, (i) maintain keep correct and prepare separate complete records, books of account, financial reports statements, accounting records and financial statements in accordance with GAAP, showing its assets and liabilities bank accounts separate and apart from those of any the other, (j) not seek the dissolution or winding up in whole, or in part, of the other, and (k) ensure that the funds and other Person other than assets of the Parent will be identifiable and will not be commingled with those of the Company or its Subsidiaries, and will not have the assets and liabilities of the Parent shall and shall continue to be readily distinguishable from the assets and liabilities of the Company or its assets listed Subsidiaries. The foregoing provisions of this subsection 7.16 shall apply mutatis mutandi to the Company and the Subsidiary Guarantors on the financial statement of any one hand and all Excluded Foreign Subsidiaries on the other Person (provided, that the Guarantor's assets may be included in a consolidated financial statement of a Person of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; (ii) maintain its books, records and bank accounts separate from those of its Affiliates and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accounts; (b) the Guarantor shall not commingle or pool any of its funds or other assets with those of any Affiliate or any other Person other than its Subsidiaries, and it shall hold all of its assets in its own name; (c) the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any Person other than its Subsidiaries; (d) the Guarantor shall, insofar as is consistent with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; (e) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence; (f) the Guarantor shall, to the extent it utilizes stationary, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person other than its Subsidiaries and shall correct any known misunderstanding regarding its separate identity; (h) the Guarantor shall not identify itself as a division of any other Person; (i) the Guarantor shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiaries; (j) the Guarantor shall not use its separate existence to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable law; (k) the Guarantor shall not, in connection with the Transaction Documents, act with an intent to hinder, delay, or defraud any of its creditors in violation of applicable law; and (l) the Guarantor shall not pledge its assets for the benefit of any Person, except as permitted by the Financing Documentshand.

Corporate Separateness. The Guarantor Borrower shall at all times not, and shall not cause or permit NCI to: (i) Commingle its assets with the assets of any other entity; (ii) Fail to use its own separate stationery, invoices and checks (to the extent applicable to, and actually used in, the conduct of its business); (iii) Except as otherwise prescribed in any of the Loan Documents (including, without limitation, Sections 7.2 and 7.5 hereof), fail to pay its liabilities (including, as applicable, shared personnel and overhead expenses) from its own funds; (iv) Fail to maintain its records (including financial statements), books and accounts separate existence andand apart from any other person or entity; (v) Except as otherwise required or contemplated in any of the Loan Documents, specificallyfail to maintain arm’s-length transactions with any of the Subsidiaries of Guarantor; (vi) Fail to promptly correct any known misunderstandings regarding its separate identity from any other entity; (vii) Except as otherwise required or contemplated in any of the Loan Documents, shall conduct guarantee or become obligated for the debts of any other entity or person; (viii) Except as otherwise required or contemplated in any of the Loan Documents, hold its affairs in accordance with credit out as being available to satisfy the following:obligations of others; (ix) Pledge its assets for the benefit of any other entity, or make any loans or advances to any entity other than (a) the application of proceeds of the Loan to repayment amounts owed by Borrower or NCI to Guarantor shall: (i) maintain and prepare separate financial reports and financial statements in accordance with GAAP, showing its assets and liabilities separate and apart from those of any other Person other than its Subsidiaries, and will not have its assets listed on the financial statement of any other Person (provided, that the Guarantor's assets may be included in a consolidated financial statement of a Person of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; (ii) maintain its books, records and bank accounts separate from those of its Affiliates and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accounts; (b) the Guarantor shall not commingle application of distributions payable to NCI on account of or pool with respect to the Membership Interest to payment of the Obligations for the account of Borrower; (x) Acquire the obligations or securities of any of its funds shareholders; (xi) Fail either to hold itself out as a separate legal entity or other assets with those of any Affiliate or any other Person other than to conduct its Subsidiaries, and it shall hold all of its assets business solely in its own name; (cxii) Fail to allocate fairly and reasonably any overhead expenses that are shared with the Subsidiaries of Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any Person other than its Subsidiaries;Affiliate; or (dxiii) the Guarantor shall, insofar as is consistent Undertake any transaction in bad faith or with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; (e) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence; (f) the Guarantor shall, to the extent it utilizes stationary, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person other than its Subsidiaries and shall correct any known misunderstanding regarding its separate identity; (h) the Guarantor shall not identify itself as a division of any other Person; (i) the Guarantor shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiaries; (j) the Guarantor shall not use its separate existence to abuse creditors or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable law; (k) the Guarantor shall not, in connection with the Transaction Documents, act with an intent to hinder, delay, hinder or defraud any of its creditors in violation of applicable law; and (l) the Guarantor shall not pledge its assets for the benefit of any Person, except as permitted by the Financing Documentsthereof.

Corporate Separateness. The Guarantor (a) Except to the extent permitted in this Agreement or the other Transaction Documents, the Borrower shall, and shall at all times cause each Borrower Subsidiary to, maintain certain policies and procedures relating to its existence as a separate existence andcorporation, specifically, shall conduct its affairs in accordance with the followingcompany or other legal entity as follows: (ai) the Guarantor shall: (i) maintain Borrower acknowledges its receipt of a copy of that certain opinion letter issued by Xxxxxxx Xxxx & Xxxxxxx, dated as of the Closing Date addressed to, among others, the Administrative Agent and prepare separate financial reports addressing the issue of substantive consolidation as it may relate to the Borrower, on the one hand, and financial statements the Servicer or the Manager, on the other hand. The Borrower hereby agrees to maintain, and to cause each Borrower Subsidiary to maintain, in accordance with GAAPplace all policies and procedures, showing its assets and liabilities separate take and apart from those of any other Person other than its continue to take all actions, relating to the Borrower or such Borrower Subsidiaries, and will not have its assets listed on the financial statement of any other Person (provided, as applicable; provided that the Guarantor's assets Borrower or any such Borrower Subsidiary may be included cease to maintain any policy or procedure if and to the extent that the Borrower or such Borrower Subsidiary delivers to the Administrative Agent an Opinion of Counsel reasonably acceptable to the Administrative Agent providing that such policy or procedure is no longer necessary, due to a change in a consolidated financial statement law or otherwise, for the rendering of a Person such earlier opinion relating to the issue of which the Guarantor is a Subsidiary, if inclusion on such consolidated financial statement is required to comply with the requirements of GAAP; substantive consolidation. (ii) The Borrower shall, and shall cause each Borrower Subsidiary to: (A) maintain its books, own books and records and bank accounts separate from those of its Affiliates the Servicer, the Manager and any other Person other than its Subsidiaries; and (iii) not permit any Affiliate independent access to its bank accountsexcept as otherwise contemplated by the constitutional documents of the Borrower Group Members or the Transaction Documents; (bB) the Guarantor shall not commingle or pool any of its funds or other assets with those of any Affiliate or any other Person other than its Subsidiaries, and it shall hold all of maintain its assets in its own namesuch a manner that it is not difficult to segregate, identify or ascertain such assets; (cC) the Guarantor shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single or consolidated business entity except with respect to any Person Borrower Group Member that is a grantor trust, have a board of directors separate from that of the Servicer, the Manager and any other than its SubsidiariesPerson; provided that the individuals serving as directors of each board of directors may be the same individuals on each board of directors; (dD) the Guarantor shallexcept with respect to any Borrower Group Member that is a grantor trust, insofar as is consistent with commercial cause its board of directors to meet at least quarterly and business circumstances affecting its business keep minutes of such meetings and financial condition, remain solvent actions and pay its own debts, liabilities observe all other corporate and expenses (including overhead expenses, if any) only out of its own assets as the same shall become dueother legal formalities; (eE) the Guarantor has done, or caused to be done, and shall do, all things necessary to observe all corporate formalities and other organizational formalities of the jurisdiction in which it is organized, and preserve its existence; (f) the Guarantor shall, to the extent it utilizes stationary, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name; (g) the Guarantor shall, at all times, hold itself out to creditors and the public as a legal entity separate and distinct from the Servicer, the Manager and any other Person; (F) prepare separate financial statements and separate tax returns, and if separate returns for the Borrower and the Manager are required under applicable tax law, or if part of a consolidated group, then it will be shown as a separate member of such group, and pay any taxes required to be paid under applicable tax law; (G) allocate and charge fairly and reasonably any common overhead shared with Affiliates; (H) conduct business in its own name, use separate invoices, stationery and checks and strictly comply with all organizational formalities to maintain its separate existence; (I) not commingle its assets or funds with those of any other Person (including the Servicer or the Manager); (J) not hold out its credit or assets as being available to satisfy the obligations of others; (K) not assume, guarantee or pay the debts or obligations of any other than Person or otherwise pledge its Subsidiaries and shall assets for the benefit of any other Person; (L) correct any known misunderstanding regarding its separate identity; (hM) the Guarantor shall not identify itself except as a division permitted by this Agreement, pay its own liabilities only out of any other Personits own funds; (iN) the Guarantor shall maintain adequate capital in light of its assets in such a manner that it will not be costly or difficult to segregatecontemplated business purpose, ascertain or identify its individual assets from those of any Affiliate or any other Person other than its Subsidiariestransactions and liabilities; (jO) not acquire the Guarantor shall not use its separate existence to abuse creditors securities of the Servicer or to perpetrate a fraud, injury, or injustice on creditors in violation of applicable lawthe Manager; (kP) cause its Board of Directors and any officers, managers, agents and other representatives of the Guarantor shall notBorrower or such Borrower Subsidiary, as applicable, to act at all times with respect to the Borrower or such Borrower subsidiary, as the case may be, consistently and in connection furtherance of the foregoing and in compliance with the Transaction Documents, act with an intent to hinder, delay, or defraud any of its creditors in violation of applicable lawApplicable Law; and (lQ) except with regard to any trust of which the Guarantor shall not pledge its assets for Borrower or a Subsidiary is the benefit holder of the beneficial interest, to have at least two Independent Directors who may be an Independent Director serving on the board of directors of any Personof the other Borrower Group Members. (iii) Subject to requirements of applicable Bermuda law, except the Company shall do all things necessary to maintain itself in existence as permitted by an “exempted company” under the Financing Documentslaws of Bermuda.