Separate Legal Existence. The Trust Depositor shall:
(a) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor.
(b) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.
(c) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s length basis.
(d) To the extent that the Trust Depositor and any of its members or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.
(e) Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special board of director meetings appropriate to authorize all limited liability company action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.
(f) Take or refrain from taking, as applicable, each of the activities specified in the “substantive consolidation” opin...
Separate Legal Existence. The Trust Depositor shall (a) maintain compliance with the covenants set forth in Section 9(j) of the Trust Depositor LLC Agreement, and (b) to the extent in addition to the covenants referred to in clause (a) of this Section 6.14, take or refrain from taking, as applicable, each of the activities specified in the “substantive consolidation” opinion of Dechert LLP, on the Closing Date, upon which the conclusions expressed therein are based.
Separate Legal Existence. The Trust Depositor shall (a) maintain compliance with the covenants set forth in Sections 1.07 and 1.08 of the Limited Liability Company Agreement of the Trust Depositor, dated as of May 24, 2006, between the Originator, the designated manager and the independent managers party thereto, and (b) to the extent in addition to the covenants referred to in clause (a) of this Section 6.14, take or refrain from taking, as applicable, each of the activities specified in the “substantive consolidation” opinion of Winston & Xxxxxx LLP, delivered on the Closing Date, upon which the conclusions expressed therein are based.
Separate Legal Existence. The Parties shall maintain the separate legal existence of each Company. Each Company shall hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except as a subsidiary of Parent). The Companies shall conduct their business under their respective corporate names. Parent shall not hold in its name any interest in any of the assets or liabilities of the Operating Companies or the proceeds of the assets and liabilities of the Operating Companies. Neither the Parent nor the Stockholders shall be obligated to contribute capital to the Operating Companies.
Separate Legal Existence. The Trust Depositor shall:
(a) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Trust Depositor will not be diverted to any other Person or for other than authorized uses of the Trust Depositor.
(b) Ensure that, to the extent that it shares the same officers or other employees as any of its members or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.
(c) Ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Trust Depositor contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Trust Depositor and any of its Affiliates shall be only on an arm’s length basis.
Separate Legal Existence. [Reserved].
Separate Legal Existence. The Trust Depositor shall (a) maintain compliance with the covenants set forth in the Limited Liability Company Operating Agreement of the Trust Depositor, dated as of June 20, 2006, by Ares Capital Corporation and Xxxxxx X. Xxxxxxx and (b) take or refrain from taking, as applicable, each of the activities specified in the “substantive consolidation” opinion of Xxxxxx & Xxxxxxx, LLP, delivered on the Closing Date, upon which the conclusions expressed therein are based.
Separate Legal Existence. [Reserved] Section 6.16 Liability of Trust Depositor and Others
Separate Legal Existence. The Borrower shall maintain its separate legal entity as a Special Purpose Entity and make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of each of the Originators, the Servicer and any Affiliate thereof, and is not a division of any Originator, the Servicer or any other Person. Without limiting the generality of the foregoing, the Borrower shall take such actions as shall be required in order that the Borrower's purpose is limited solely to purchasing the Receivables, granting security interests in the Receivables, entering into the Financing Documents and the transactions contemplated thereby and engaging in incidental activities in connection therewith.
Separate Legal Existence. Neither the Borrower nor the Parent Guarantor shall permit or suffer to be made any amendment to the Limited Liability Company Operating Agreement of the Borrower or the Servicing Agreement without the approval of the Majority Lenders. Borrower shall take, or cause to be taken, all steps required to maintain the Borrower's status as a separate legal entity.