Common use of Separate Business Clause in Contracts

Separate Business. (a) The Borrower and the other Credit Parties collectively shall at all times: (i) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of any other Person or entity and not permit any other Person independent access to funds in its bank accounts except as contemplated by the Loan Documents; (ii) not commingle its funds and other assets with those of any other Person or entity (other than as expressly permitted hereunder); (iii) conduct its own business in its own name and hold all of its assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (iv) do all things necessary to observe procedural formalities (including the separateness provisions contained in its Organization Documents), and preserve its existence as a single-purpose, bankruptcy-remote entity; 103 (v) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person; (vi) to the extent known by the Borrower, correct any misunderstanding regarding the separate identity of the Borrower; (vii) not identify itself as a division or part of any other entity; (viii) 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; (ix) not amend, modify or otherwise change its Organization Documents (or suffer the same to be amended, modified or otherwise changed) in any manner that is adverse in any material respect to the interests of any Secured Party, without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld); and (x) maintain its financial statements, showing its assets and liabilities as separate and apart from those of any other Person (other than its Consolidated Subsidiaries), and not have its assets listed on the financial statements of another Person, except as required by GAAP; provided, however, that any consolidated financial statements will contain a note indicating that it has a separate legal existence with separate creditors, and its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute the obligations of the consolidated entity. For the avoidance of doubt, this Section 6.11 shall not be construed to prohibit or restrict the Master Servicer and/or the Parent from being accorded credits in connection with any Covered Product as well as issue advertising and press announcements for a Covered Product stating that the Master Servicer and/or the Parent are producers, owners or otherwise affiliated with such Covered Product.

Separate Business. (a) The Borrower and Except as contemplated or provided herein or in the other Credit Parties collectively Transaction Documents, the Borrower shall at all times: : (i) (y) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of the other Credit Parties, its other Affiliates and any other Person or entity entity, except that consolidated financial statements and tax returns are permitted, and (z) not permit any Affiliate or any other Person independent access to funds in its the Borrower’s bank accounts except as contemplated by the Loan Documents; accounts; (ii) not commingle its the Borrower’s funds and other assets with those of any other Credit Party, any other Affiliate or any other Person or entity (other than as any such commingling expressly permitted hereunderby this Agreement and/or the other Transaction Documents); ; (iii) conduct 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 and not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any U.S. federal and material state, local and foreign Taxes required to be paid by it under Applicable Law, other than taxes being contested in good faith by appropriate action with respect to which adequate reserves have been established in accordance with GAAP; (iv) conduct the Borrower’s business in its own name and hold all of its the Borrower’s assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its the Borrower’s individual assets from those of the other Credit Parties, any other Affiliate or any other Person; (v) remain Solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due, after giving effect to grace and cure periods; provided, however, that, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, (ivi) no Affiliate of the Borrower shall (A) be required to make any additional capital contributions to the Borrower or (B) have any liability with respect to any Receivable solely as a result of any changes in general economic conditions or movements in interest rates and (ii) the Borrower shall comply with the terms of clause (xxii) below; (vi) do all things necessary to observe procedural trust formalities (including the separateness provisions contained in its Organization Documentsthe Borrower’s organizational documents), and preserve its the Borrower’s existence as a single-purposesingle‑purpose, bankruptcy-remote bankruptcy‑remote entity; 103 ; (vvii) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm’s‑length basis with a Person other than an Affiliate of the Borrower; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all of its obligations of any kind incurred; (ix) not (y) acquire or hold securities of any Affiliate or (z) buy any evidence of Indebtedness issued by any other Person or entity, other than Receivables; (x) allocate fairly and reasonably and pay from its own funds the cost of (y) any overhead expenses (including paying for any office space) shared with any Affiliate of the Borrower and (z) any services (such as asset management, legal and accounting) that are provided jointly to the Borrower and one or more of its Affiliates; (xi) maintain and utilize separate invoices and checks bearing its own name; (xii) except as arising under or expressly permitted by this Agreement or any other Transaction Documents, not incur, create or assume any Indebtedness and not make any loans or advances to, or pledge its assets for the benefit of, any other Person or entity, including, without limitation, any other Credit Party or any other Affiliate; (xiii) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person; ; (vixiv) to the extent known by the BorrowerBorrower or the Seller, correct any misunderstanding regarding the separate identity of the Borrower; ; (viixv) not identify itself the Borrower as a division of any of its Affiliates or part of any other entity; ; (viiixvi) maintain adequate capital for not engage, directly or indirectly, in any business other than the normal obligations reasonably foreseeable in a business actions required or permitted to be performed under Section 2.03 of its size and character and in light of its contemplated business operations; the Trust Agreement; (ixxvii) not amend, modify or otherwise change its Organization Documents (organizational documents, or suffer the same to be amended, modified or otherwise changed) changed in any manner that is adverse in any material respect to the interests of any Secured Party, without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed); and ; (xxviii) maintain its financial statementsnot guarantee any obligation of any Person, showing its assets and liabilities as separate and apart from those including any Affiliate or become obligated for the debts of any other Person (other than or hold out its Consolidated Subsidiaries), and not have its assets listed on the financial statements of another Person, except credit as required by GAAP; provided, however, that any consolidated financial statements will contain a note indicating that it has a separate legal existence with separate creditors, and its separate assets and liabilities are neither being available to pay the debts obligations of any other Person; (xix) to the fullest extent permitted by law, not engage in any dissolution, division, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the consolidated entity nor constitute Borrower’s business; (xx) not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any Equity Interest in any other entity, other than Permitted Investments; (xxi) not own any material asset or material property other than the obligations Collateral and incidental personal property necessary for the ownership or operation of the consolidated entity. For the avoidance of doubt, this Section 6.11 shall not be construed to prohibit or restrict the Master Servicer Borrower and/or the Parent Collateral; and (xxii) conduct its business and activities in all material respects in compliance with the assumptions contained in and material to the legal opinions of Xxxxx & Xxxxxxx LLP dated on or about the Closing Date relating to true sale and substantive consolidation issues (the “Bankruptcy Opinions”). The Borrower hereby acknowledges that each Lender is entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from being accorded credits in connection with any Covered Product as well as issue advertising and press announcements for a Covered Product stating that the Master Servicer and/or the Parent are producers, owners or otherwise affiliated with such Covered Productother Credit Parties.

Separate Business. (a) The Borrower and the other Credit Parties collectively shall at all times: : (i) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of any other Person or entity and not permit any other Person independent access to funds in its bank accounts except as contemplated by the Loan Documents; ; (ii) not commingle its funds and other assets with those of any other Person or entity (other than as expressly permitted hereunder); ; (iii) conduct its own business in its own name and hold all of its assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; ; (iv) do all things necessary to observe procedural formalities (including the separateness provisions contained in its Organization Documents), and preserve its existence as a single-purpose, bankruptcy-remote entity; 103 ; (v) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person; ; (vi) to the extent known by the Borrower, correct any misunderstanding regarding the separate identity of the Borrower; ; (vii) not identify itself as a division or part of any other entity; ; (viii) 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; ; (ix) not amend, modify or otherwise change its Organization Documents (or suffer the same to be amended, modified or otherwise changed) in any manner that is adverse in any material respect to the interests of any Secured Party, without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld); and and (x) maintain its financial statements, showing its assets and liabilities as separate and apart from those of any other Person (other than its Consolidated Subsidiaries), and not have its assets listed on the financial statements of another Person, except as required by GAAP; provided, however, that any consolidated financial statements will contain a note indicating that it has a separate legal existence with separate creditors, and its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute the obligations of the consolidated entity. For the avoidance of doubt, this Section 6.11 shall not be construed to prohibit or restrict the Master Servicer and/or the Parent from being accorded credits in connection with any Covered Product as well as issue advertising and press announcements for a Covered Product stating that the Master Servicer and/or the Parent are producers, owners or otherwise affiliated with such Covered Product.

Separate Business. (a) The Borrower and Except as contemplated or provided herein or in the other Credit Parties collectively Transaction Documents, the Borrower shall at all times: : (i) (y) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of the other Credit Parties, its other Affiliates and any other Person or entity entity, except that consolidated financial statements and tax returns are permitted, and (z) not permit any Affiliate or any other Person independent access to funds in its the Borrower’s bank accounts except as contemplated by the Loan Documents; accounts; (ii) not commingle its the Borrower’s funds and other assets with those of any other Credit Party, any other Affiliate or any other Person or entity (other than as any such commingling expressly permitted hereunderby this Agreement and/or the other Transaction Documents); ; (iii) conduct 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 and not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any U.S. federal and material state and local taxes required to be paid by it under Applicable Law, other than taxes being contested in good faith by appropriate action with respect to which adequate reserves have been established in accordance with GAAP; (iv) conduct the Borrower’s business in its own name and hold all of its the Borrower’s assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its the Borrower’s individual assets from those of the other Credit Parties, any other Affiliate or any other Person; (v) remain Solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due, after giving effect to grace and cure periods; provided, however, that, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, (ivi) no Affiliate of the Borrower shall (A) be required to make any additional capital contributions to the Borrower or (B) have any liability with respect to any Receivable solely as a result of any changes in general economic conditions or movements in interest rates and (ii) the Borrower shall comply with the terms of clause (xxii) below; (vi) do all things necessary to observe procedural trust formalities (including the separateness provisions contained in its Organization Documentsthe Borrower’s organizational documents), and preserve its the Borrower’s existence as a single-purpose, bankruptcy-remote entity; 103 ; (vvii) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm’s-length basis with a Person other than an Affiliate of the Borrower; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all of its obligations of any kind incurred; (ix) not (y) acquire or hold securities of any Affiliate or (z) buy any evidence of Indebtedness issued by any other Person or entity, other than Receivables; (x) allocate fairly and reasonably and pay from its own funds the cost of (y) any overhead expenses (including paying for any office space) shared with any Affiliate of the Borrower and (z) any services (such as asset management, legal and accounting) that are provided jointly to the Borrower and one or more of its Affiliates; (xi) maintain and utilize separate invoices and checks bearing its own name; (xii) except as arising under or expressly permitted by this Agreement or any other Transaction Documents, not incur, create or assume any Indebtedness and not make any loans or advances to, or pledge its assets for the benefit of, any other Person or entity, including, without limitation, any other Credit Party or any other Affiliate; (xiii) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person; ; (vixiv) to the extent known by the BorrowerBorrower or the Seller, correct any misunderstanding regarding the separate identity of the Borrower; ; (viixv) not identify itself the Borrower as a division of any of its Affiliates or part of any other entity; ; (viiixvi) maintain adequate capital for not engage, directly or indirectly, in any business other than the normal obligations reasonably foreseeable in a business actions required or permitted to be performed under Section 2.03 of its size and character and in light of its contemplated business operations; the Trust Agreement; (ixxvii) not amend, modify or otherwise change its Organization Documents (organizational documents, or suffer the same to be amended, modified or otherwise changed) changed in any manner that is adverse in any material respect to the interests of any Secured Party, without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed); and ; (xxviii) maintain its financial statementsnot guarantee any obligation of any Person, showing its assets and liabilities as separate and apart from those including any Affiliate or become obligated for the debts of any other Person (other than or hold out its Consolidated Subsidiaries), and not have its assets listed on the financial statements of another Person, except credit as required by GAAP; provided, however, that any consolidated financial statements will contain a note indicating that it has a separate legal existence with separate creditors, and its separate assets and liabilities are neither being available to pay the debts obligations of any other Person; (xix) to the fullest extent permitted by law, not engage in any dissolution, division, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the consolidated entity nor constitute Borrower’s business; (xx) not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any Equity Interest in any other entity, other than Permitted Investments; (xxi) not own any material asset or material property other than the obligations Collateral and incidental personal property necessary for the ownership or operation of the consolidated entity. For the avoidance of doubt, this Section 6.11 shall not be construed to prohibit or restrict the Master Servicer Borrower and/or the Parent Collateral; and (xxii) conduct its business and activities in all material respects in compliance with the assumptions contained in and material to the legal opinions of Xxxxx & Xxxxxxx LLP dated on or about the Closing Date relating to true sale and substantive consolidation issues (the “Bankruptcy Opinions”). The Borrower hereby acknowledges that each Lender is entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from being accorded credits in connection with any Covered Product as well as issue advertising and press announcements for a Covered Product stating that the Master Servicer and/or the Parent are producers, owners or otherwise affiliated with such Covered Productother Credit Parties.

Separate Business. (a) The Borrower and Except as contemplated or provided herein or in the other Credit Parties collectively Transaction Documents, the Borrower shall at all times: : (i) (y) maintain and prepare financial reports, financial statements, books and records and bank accounts separate from those of the other Credit Parties, its other Affiliates and any other Person or entity entity, except that consolidated financial statements and tax returns are permitted, and (z) not permit any Affiliate or any other Person independent access to funds in its the Borrower’s bank accounts except as contemplated by the Loan Documents; accounts; (ii) not commingle its the Borrower’s funds and other assets with those of any other Credit Party, any other Affiliate or any other Person or entity (other than as any such commingling expressly permitted hereunderby this Agreement and/or the other Transaction Documents); ; (iii) conduct 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 and not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any U.S. federal and material state, local and foreign Taxes required to be paid by it under Applicable Law, other than taxes being contested in good faith by appropriate action with respect to which adequate reserves have been established in accordance with GAAP; |US-DOCS\130674191.18|| (iv) conduct the Borrower’s business in its own name and hold all of its the Borrower’s assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its the Borrower’s individual assets from those of the other Credit Parties, any other Affiliate or any other Person; (v) remain Solvent and pay its debts and liabilities (including employment and overhead expenses) from its assets as the same become due, after giving effect to grace and cure periods; provided, however, that, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, (ivi) no Affiliate of the Borrower shall (A) be required to make any additional capital contributions to the Borrower or (B) have any liability with respect to any Receivable solely as a result of any changes in general economic conditions or movements in interest rates and (ii) the Borrower shall comply with the terms of clause (xxii) below; (vi) do all things necessary to observe procedural trust formalities (including the separateness provisions contained in its Organization Documentsthe Borrower’s organizational documents), and preserve its the Borrower’s existence as a single-purpose, bankruptcy-remote entity; 103 ; (vvii) enter into transactions with Affiliates only if each such transaction is commercially reasonable and on substantially similar terms as a transaction that would be entered into on an arm’s-length basis with a Person other than an Affiliate of the Borrower; (viii) compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all of its obligations of any kind incurred; (ix) not (y) acquire or hold securities of any Affiliate or (z) buy any evidence of Indebtedness issued by any other Person or entity, other than Receivables; (x) allocate fairly and reasonably and pay from its own funds the cost of (y) any overhead expenses (including paying for any office space) shared with any Affiliate of the Borrower and (z) any services (such as asset management, legal and accounting) that are provided jointly to the Borrower and one or more of its Affiliates; (xi) maintain and utilize separate invoices and checks bearing its own name; (xii) except as arising under or expressly permitted by this Agreement or any other Transaction Documents, not incur, create or assume any Indebtedness and not make any loans or advances to, or pledge its assets for the benefit of, any other Person or entity, including, without limitation, any other Credit Party or any other Affiliate; (xiii) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person; ; (vixiv) to the extent known by the BorrowerBorrower or the Seller, correct any misunderstanding regarding the separate identity of the Borrower; ; (viixv) not identify itself the Borrower as a division of any of its Affiliates or part of any other entity; (xvi) not engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 2.03 of the Trust Agreement; |US-DOCS\130674191.18|| (viii) 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; (ixxvii) not amend, modify or otherwise change its Organization Documents (organizational documents, or suffer the same to be amended, modified or otherwise changed) changed in any manner that is adverse in any material respect to the interests of any Secured Party, without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed); and ; (xxviii) maintain its financial statementsnot guarantee any obligation of any Person, showing its assets and liabilities as separate and apart from those including any Affiliate or become obligated for the debts of any other Person (other than or hold out its Consolidated Subsidiaries), and not have its assets listed on the financial statements of another Person, except credit as required by GAAP; provided, however, that any consolidated financial statements will contain a note indicating that it has a separate legal existence with separate creditors, and its separate assets and liabilities are neither being available to pay the debts obligations of any other Person; (xix) to the fullest extent permitted by law, not engage in any dissolution, division, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of the consolidated entity nor constitute Borrower’s business; (xx) not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any Equity Interest in any other entity, other than Permitted Investments; (xxi) not own any material asset or material property other than the obligations Collateral and incidental personal property necessary for the ownership or operation of the consolidated entity. For the avoidance of doubt, this Section 6.11 shall not be construed to prohibit or restrict the Master Servicer Borrower and/or the Parent Collateral; and (xxii) conduct its business and activities in all material respects in compliance with the assumptions contained in and material to the legal opinions of Xxxxx & Xxxxxxx LLP dated on or about the Closing Date relating to true sale and substantive consolidation issues (the “Bankruptcy Opinions”). The Borrower hereby acknowledges that each Lender is entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate from being accorded credits in connection with any Covered Product as well as issue advertising and press announcements for a Covered Product stating that the Master Servicer and/or the Parent are producers, owners or otherwise affiliated with such Covered Productother Credit Parties.