Common use of Separateness Covenant Clause in Contracts

Separateness Covenant. Borrower agrees and covenants that: (a) Borrower will maintain Borrower’s separate existence and identity and will take reasonable steps to make it apparent to third parties that Borrower is an entity with assets (in particular the Pledged Shares (as defined in the Pledge Agreement)) and liabilities distinct from those of each Guarantor. (b) Not in limitation of the generality of the foregoing, Borrower agrees as follows: (i) Borrower will not inadvertently commingle its assets in any material respects with those of any other Person and shall take all reasonable steps to maintain its assets in a manner that facilitates their identification and segregation from those of each Guarantor; (ii) Borrower shall take all reasonable steps to prevent any of Borrower’s funds from at any time being pooled with any funds of each Guarantor and shall not maintain joint bank accounts or other depository accounts to which Guarantors have access; (iii) Borrower will conduct its business in its own name and from an office separate (or otherwise internally distinguishable) from that of Guarantors; (iv) Borrower will maintain separate corporate records and books of account from those of any other Person; (v) Borrower will maintain separate financial statements from those of any other Person; provided, however, financial information about Borrower may be contained in consolidated financial statements issued by Parent; (vi) Borrower will pay its own liabilities, including the salaries of its own employees, consultants and agents, from its own funds and bank accounts; (vii) Borrower will compensate Guarantors at market rates for any services that such parties render to Borrower; and (viii) Borrower will observe the formalities of a corporation in all material respects.

Separateness Covenant. The Borrower agrees acknowledges that the Administrative Agent and covenants that: (a) Borrower will maintain the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower’s identity as a legal entity that is separate existence from each of the Originators, the Company and identity all Affiliates of any of them. Therefore, from and will after the date of execution and delivery of this Agreement, the Borrower shall take all reasonable steps including, without limitation, all steps that the Administrative Agent may from time to time reasonably request to maintain the Borrower’s identity as a separate legal entity and to make it apparent manifest to third parties that the Borrower is an entity with assets (in particular the Pledged Shares (as defined in the Pledge Agreement)) and liabilities distinct from those of each Guarantor.the Originators and any Affiliates thereof and not just a division of one of the Originators. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Borrower shall: (a) conduct its own business in its own name and require that all full-time employees of the Borrower, if any, identify themselves as such and not as employees of an Originator (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as the Borrower’s employees); (b) Not in limitation compensate all employees, consultants and agents directly, from the Borrower’s bank accounts, for services provided to the Borrower by such employees, consultants and agents and, to the extent any employee, consultant or agent of the generality Borrower is also an employee, consultant or agent of an Originator, allocate the compensation of such employee, consultant or agent between the Borrower and such Originator on a basis which reflects the services rendered to the Borrower and such Originator; (c) clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of an Originator, the Borrower shall lease such office at a fair market rent; (d) have a separate telephone number, which will be answered only in its name and separate stationery, invoices and checks in its own name; (e) conduct all transactions with each Originator strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between the Borrower and such Originator on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (f) at all times have a Board of Directors that includes at least two (2) Independent Directors; (g) observe all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating to (i) the selection, maintenance or replacement of the foregoingIndependent Directors, (ii) the dissolution or liquidation of the Borrower agrees or (iii) the initiation of participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Borrower, are, subject to its managing member’s right to appoint Independent Directors, duly authorized by unanimous vote of its Board of Directors (including the Independent Directors); (h) maintain the Borrower’s books and records separate from those of the Originators and otherwise readily identifiable as follows:its own assets rather than assets of an Originator; (i) prepare its financial statements separately from those of the Originators and the Company and ensure that any consolidated financial statements of the Originators, the Company or any Affiliate thereof that include the Borrower will not inadvertently commingle and which are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that the Borrower is a separate corporate entity and that its assets in any material respects will be available first and foremost to satisfy the claims of the creditors of the Borrower; (j) except as herein specifically otherwise provided, not commingle funds or other assets of the Borrower with those of any other Person the Originators and shall take all reasonable steps to maintain its assets in a manner that facilitates their identification and segregation from those of each Guarantor; (ii) Borrower shall take all reasonable steps to prevent any of Borrower’s funds from at any time being pooled with any funds of each Guarantor and shall not maintain joint bank accounts or other depository accounts to which Guarantors have accessany Originator is an account party, into which any Originator makes deposits or from which any Originator has the power to make withdrawals; (iiik) Borrower will conduct its business in pay its own name expenses and from an office separate debts out of its own funds, to the extent sufficient funds are lawfully available, and in any event, not permit any Originator to pay any of the Borrower’s operating expenses (except pursuant to allocation arrangements that comply with the requirements of this Section 5.14 or otherwise internally distinguishable) from that to pay any debt of GuarantorsBorrower); (ivl) not permit the Borrower will maintain separate corporate records and books of account from those to be named as an insured on the insurance policy covering the property of any other PersonOriginator or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property, proceeds are paid to the Borrower; (vm) Borrower will maintain separate financial statements from those of any take such other Person; provided, however, financial information about Borrower may be contained actions as are necessary on its part to ensure that the facts and assumptions set forth in consolidated financial statements the opinion issued by Parent; (vi) Borrower will pay its own liabilitiesXxxxxxxx & Xxxxx LLP, including as counsel for the salaries of its own employeesBorrower, consultants in connection with the closing or initial Borrowing under this Agreement and agentsrelating to substantive consolidation issues, from its own funds and bank accounts; (vii) Borrower will compensate Guarantors in the certificates accompanying such opinion, remain true and correct in all material respects at market rates for any services that such parties render to Borrowerall times; and (viiin) Borrower will observe maintain its certificate of formation in conformity with this Agreement, such that (i) it does not amend, restate, supplement or otherwise modify its Certificate of Formation or limited liability company agreement in any respect that would impair its ability to comply with the formalities terms or provisions of a corporation any of the Transaction Documents, including, without limitation, this Section 5.14, and (ii) its certificate of formation, at all times that this Agreement is in all material respectseffect, provides for (x) not less than ten (10) days’ prior written notice to the Administrative Agent of the removal, replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and (y) the condition precedent to giving effect to such replacement or appointment that the Administrative Agent shall have determined in its reasonable judgment that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director”.

Separateness Covenant. Borrower agrees and covenants that: (a) Borrower will maintain Borrower’s separate existence and identity and will take reasonable steps to make it apparent to third parties that Borrower is an entity with assets (in particular the Pledged Shares (as defined in the Pledge Agreement)) and liabilities distinct from those of each Guarantor. (b) Not in limitation of the generality of the foregoing, Borrower agrees as follows: (i) Borrower will not inadvertently commingle its assets in any material respects with those of any other Person and shall take all reasonable steps to maintain its assets in a manner that facilitates their identification and segregation from those of each Guarantor; (ii) Borrower shall take all reasonable steps to prevent any of Borrower’s funds from at any time being pooled with any funds of each Guarantor and shall not maintain joint bank accounts or other depository accounts to which Guarantors have access; (iii) Borrower will conduct its business in its own name and from an office separate (or otherwise internally distinguishable) from that of Guarantors; (iv) Borrower will maintain separate corporate records and books of account from those of any other Person; (v) Borrower will maintain separate financial statements from those of any other Person; provided, however, financial information about Borrower may be contained in consolidated financial statements issued by Parent; (vi) Borrower will pay its own liabilities, including the salaries of its own employees, consultants and agentsagents and any liabilities referred to in clause (vii) below, from its own funds and bank accounts; (vii) Borrower will compensate Guarantors at market rates for any services that such parties render to Borrower (which services may be evidenced on the financial statements of Borrower, Parent and other Affiliates of Borrower by the allocation of overhead by Parent or such other Affiliates of Borrower to Borrower); and (viii) Borrower will observe the formalities of a corporation xxxxxxxxxxxxxxxxxx liability company in all material respects.

Separateness Covenant. Borrower agrees and covenants that: (a) Borrower will maintain Borrower’s 's separate existence and identity and will take reasonable steps to make it apparent to third parties that Borrower is an entity with assets (in particular the Pledged Shares (as defined in the Borrower Pledge Agreement)) and liabilities distinct from those of each Guarantor. (b) Not in limitation of the generality of the foregoing, Borrower agrees as follows: (i) Borrower will not inadvertently commingle its assets in any material respects with those of any other Person and shall take all reasonable steps to maintain its assets in a manner that facilitates their identification and segregation from those of each Guarantor; (ii) Borrower shall take all reasonable steps to prevent any of Borrower’s 's funds from at any time being pooled with any funds of each Guarantor and shall not maintain joint bank accounts or other depository accounts to which Guarantors have accessGuarantor; (iii) Borrower will conduct its business in its own name and from an office separate (or otherwise internally distinguishable) from that of GuarantorsGuarantor or any other Affiliate of Borrower; (iv) Borrower will maintain separate corporate records and books of account from those of any other Person; (v) Borrower will maintain separate financial statements from those of any other Person; provided, however, financial information about -------- ------- Borrower may be contained in consolidated financial statements issued by ParentGuarantor; (vi) Borrower will pay its own liabilities, including the salaries of its own employees, consultants and agents, from its own funds and bank accounts; (vii) Borrower will compensate Guarantors Guarantor at market rates for any services that such parties render Guarantor actually renders to Borrower; and (viii) Borrower will observe the formalities of a corporation in all material respects. (c) Not in limitation of the generality of the foregoing, Borrower further agrees as follows: (i) Borrower will not intentionally commingle its assets in any material respects with those of any other Person; and (ii) Borrower shall not maintain joint bank accounts or other depository accounts to which Guarantor has access.

Separateness Covenant. Borrower agrees and covenants that: (a) : Borrower will maintain Borrower’s 's separate existence and identity and will take reasonable steps to make it apparent to third parties that Borrower is an entity with assets (in particular the Pledged Shares (as defined in the Pledge Agreement)) and liabilities distinct from those of each Guarantor. (b) . Not in limitation of the generality of the foregoing, Borrower agrees as follows: (i) : Borrower will not inadvertently commingle its assets in any material respects with those of any other Person and shall take all reasonable steps to maintain its assets in a manner that facilitates their identification and segregation from those of each Guarantor; (ii) ; Borrower shall take all reasonable steps to prevent any of Borrower’s 's funds from at any time being pooled with any funds of each Guarantor and shall not maintain joint bank accounts or other depository accounts to which Guarantors have access; (iii) ; Borrower will conduct its business in its own name and from an office separate (or otherwise internally distinguishable) from that of Guarantors; (iv) ; Borrower will maintain separate corporate records and books of account from those of any other Person; (v) ; Borrower will maintain separate financial statements from those of any other Person; provided, however, financial information about Borrower may be contained in consolidated financial statements issued by Parent; (vi) ; Borrower will pay its own liabilities, including the salaries of its own employees, consultants and agents, from its own funds and bank accounts; (vii) ; Borrower will compensate Guarantors at market rates for any services that such parties render to Borrower; and (viii) and Borrower will observe the formalities of a corporation in all material respects.

Separateness Covenant. Borrower agrees and covenants that: (a) Borrower will maintain Borrower’s 's separate existence and identity and will take reasonable steps to make it apparent to third parties that Borrower is an entity with assets (in particular the Pledged Shares (as defined in the Borrower Pledge Agreement)) and liabilities distinct from those of each Guarantor. (b) Not in limitation of the generality of the foregoing, Borrower agrees as follows: (i) Borrower will not inadvertently commingle its assets in any material respects with those of any other Person and shall take all reasonable steps to maintain its assets in a manner that facilitates their identification and segregation from those of each Guarantor; (ii) Borrower shall take all reasonable steps to prevent any of Borrower’s 's funds from at any time being pooled with any funds of each Guarantor and shall not maintain joint bank accounts or other depository accounts to which Guarantors have accessGuarantor; (iii) Borrower will conduct its business in its own name and from an office separate (or otherwise internally distinguishable) from that of GuarantorsGuarantor or any other Affiliate of Borrower; (iv) Borrower will maintain separate corporate records and books of account from those of any other Person; (v) Borrower will maintain separate financial statements from those of any other Person; provided, however, financial information about Borrower may be contained in consolidated financial statements issued by ParentGuarantor; (vi) Borrower will pay its own liabilities, including the salaries of its own employees, consultants and agents, from its own funds and bank accounts; (vii) Borrower will compensate Guarantors Guarantor at market rates for any services that such parties render Guarantor actually renders to Borrower; and (viii) Borrower will observe the formalities of a corporation in all material respects. (c) Not in limitation of the generality of the foregoing, Borrower further agrees as follows: (i) Borrower will not intentionally commingle its assets in any material respects with those of any other Person; and (ii) Borrower shall not maintain joint bank accounts or other depository accounts to which Guarantor has access.