Separateness Provisions. The Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness, operating expenses and liabilities from its own funds, and the Trust shall neither incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other entity. The Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets except as specifically provided for herein. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor or any of its Affiliates. The Trust shall not engage in any business activity other than as contemplated by this Agreement and related documentation. The Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by this Agreement and related documentation. Other than as contemplated by this Agreement and related documentation, the Trust shall not follow the directions or instructions of the Depositor. The Trust shall conduct its own business in its own name. The Trust shall observe all formalities required under the Delaware Statutory Trust Statute. The Trust shall not hold out its credit as being available to satisfy the obligations of any other person or entity. The Trust shall not acquire the obligations or securities of its Affiliates or the Seller. Other than as contemplated by this Agreement and related documentation, the Trust shall not pledge its assets for the benefit of any other person or entity. The Trust shall correct any known misunderstanding regarding its separate identity. The Trust shall not identify itself as a division of any other person or entity. For accounting purposes, the Trust shall be treated as an entity separate and distinct from any Certificateholder. The pricing and other material terms of all transactions and agreements to which the Trust is a party shall be intrinsically fair to all parties thereto. This Agreement is and shall be the only agreement among the parties hereto with respect to the creation, operation and termination of the Trust.
Separateness Provisions. (a) So long as STORE Capital or an Affiliate of the Issuers is the Property Manager, the Property Manager shall at all times take all steps necessary and appropriate to maintain its own separateness from each Issuer, and maintain the separateness of all Affiliates of the Property Manager and other properties that the Property Manager manages from the Issuers and from the Properties and Mortgage Loans. Without limiting the foregoing: (i) the Property Manager will not hold its credit out as available to pay or support (as guarantor or otherwise) any of the Issuers’ obligations and it will not pay any such Issuer’s obligations or expenses from the Property Manager’s funds (other than expenses or advances required by this Agreement to be made by the Property Manager), (ii) the Property Manager will not make any loans to or borrow any funds from any Issuer (except as provided in clause (i) above), (iii) the Property Manager will not permit the Issuers’ assets to be included in or consolidated within the Property Manager’s financial statements without including a note indicating that the assets and credit of the Issuers are not available to pay the debts of the Property Manager and that its liabilities do not constitute obligations of any Issuer. Notwithstanding the foregoing, the Property Manager or its Affiliates may make capital contributions, on a non-regular basis, to any of the Issuers.
(b) Notwithstanding any provisions to the contrary contained in the Agreement and so long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager agrees that each Issuer is a “single purpose entity” and that each Issuer must maintain such status so long as the Notes remain outstanding as set forth in such Issuer’s organizational documents. Accordingly, the Property Manager shall:
(i) hold itself out to the public as the ultimate parent of each Issuer, legally distinct from such Issuer, and shall conduct its duties and obligations on behalf of such Issuer in its own name and shall correct any known misunderstanding regarding its separate identity from such Issuer, and shall not identify itself as a department or division of such Issuer or such Issuer as a division or department of the Property Manager;
(ii) in the management, servicing and administration of the Properties, Leases and Mortgage Loans, use the related Issuer’s separate stationery, invoices or checks for letters, invoices or checks to be signed by such Issuer; and
(iii) shall...
Separateness Provisions. So long as the Loan is outstanding, except as otherwise permitted by the Loan Documents, the Company shall at all times be a Special Purpose Entity. “
Separateness Provisions. The Borrower shall maintain its existence separate and distinct from any other Person, including taking the following actions:
Separateness Provisions. So long as the Loan is outstanding, except as contemplated by the Loan Documents, the Company shall not take any of the following actions without the prior consent of the Lender.
(a) fail to maintain its principal executive office separate from that of any Affiliate of the Company (unless the Company by written agreement fairly and reasonably allocates any rent, overhead and expenses for shared office space):
(b) fail to maintain its telephone number (if any) separate from that of any Affiliate of the Company;
(c) fail conspicuously to identify such office and (if any) number as its own or fail fairly and reasonably to allocate by written agreement any rent, overhead and expenses for shared office space;
(d) fail to use its own separate stationery, invoices or checks which reflects its separate address and (if any) telephone number;
(e) fail to maintain a telephone number at any time that the Company has any employees;
(f) fail to maintain accounts, books and records and other entity documents separate from those of any Affiliate of the Company or any other Person;
(g) fail to prepare unaudited quarterly and annual financial statements separate from those of any Affiliate of the Company or any other Person, or fail to cause such financial statements substantially to comply with generally accepted accounting principles (it being agreed, however, that such financial statements may be prepared on a consolidated basis if they indicate the separate existence of the Company and its assets and liabilities separate from any other Person);
(h) fail to maintain its own separate bank accounts, payroll and correct, complete and separate books of account;
(i) fail to file or cause to be filed its own separate tax returns, if required, unless treated as a disregarded entity for tax purposes;
(j) fail to hold itself out to the public (including any of its Affiliates’ creditors) under the Company’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate of the Company;
(k) fail to observe any customary formalities regarding the existence of the Company, including maintaining current and accurate entity records separate from those of any Affiliate of the Company;
(l) fail to hold title to its assets in its own name or act solely in its own name and through its own duly authorized managers, members (if applicable) and agents;
(m) cause or permit an Affiliate of the Company to be appointed or act as agent of the Company,...
Separateness Provisions. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, the Company will observe the following covenants: (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organization formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person, except that the Company’s assets may be included in a consolidated financial statement of an Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (viii) except for capital contributions, capital distributions or other transaction permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle its assets or funds with those of any other Person; (x) no assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any Affiliate to guarantee or pay its obligations (other than the TCR Guarantors and direct or indirect owners of the Company); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the Company.
Separateness Provisions. The Company shall maintain its existence separate and distinct from any other Person, including taking the following actions:
Separateness Provisions. Borrower shall (and Borrower shall cause each Project Company to) comply with the separateness provisions set forth in Article 6 of its respective LLC Agreement, other than as required for Borrower and each Project Company to execute, deliver and perform the obligations under the Operative Documents to which it is a party.
Separateness Provisions. The entity must be required to:
(i) not commingle assets with those of any other entity and must hold its assets in its own name;
(ii) conduct its own business in its own name;
(iii) maintain separate bank accounts, books, records and financial statements;
(iv) maintain its books, records, resolutions and agreements as official records;
(v) pay its own liabilities out of its own funds;
(vi) maintain adequate capital in light of contemplated business operations;
(vii) observe all corporate, partnership, company or other organizational formalities;
(viii) maintain an arm’s-length relationship with affiliates;
(ix) pay the salaries of its own employees and maintain a sufficient number of employees in light of contemplated business operations;
(x) not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others;
(xi) not acquire obligations or securities of affiliates;
(xii) not make loans to any other person or entity;
(xiii) allocate fairly and reasonably any overhead for shared office space;
(xiv) use separate stationery, invoices and checks;
(xv) not pledge its assets for the benefit of any other entity;
(xvi) hold itself out as a separate entity, and not fail to correct any known misunderstanding regarding its separate identity; and
(xvii) not identify itself or any of its affiliates as a division or part of the other.
Separateness Provisions. The Borrower shall maintain its existence separate and distinct from any other Person, including taking the following actions:
(a) maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of the formation state and obtaining and preserving its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated hereby and thereby;
(b) maintaining its own deposit accounts, separate from those of any other Person, any of its officers and their respective Affiliates;
(c) conducting all material transactions between the Borrower and any of its Affiliates on an arm’s length basis and on a commercially reasonable basis;
(d) conducting its affairs separately from those of any other Person, any of its officers or any of their respective Affiliates and maintaining accurate and separate books, records and accounts and financial statements;
(e) acting solely in its own limited liability company name and not that of any other Person, any of its officers or any of their respective Affiliates, and at all times using its own stationery, invoices and checks separate from those of any other Person, any of its officers or any of their respective Affiliates;
(f) not holding itself out as having agreed to pay, or as being liable for, the, obligations of the Member or any of its respective Affiliates;
(g) maintaining all of its assets in its own name and not commingling its assets with those of any other Person;
(h) paying its own operating expenses and other liabilities out of its own funds;
(i) observing all limited liability company formalities, including maintaining meeting minutes or records of meetings and acting on behalf of itself only pursuant to due authorization, required hereby and by the Certificate;
(j) maintaining adequate capital for the normal obligations reasonably foreseeable in light of its contemplated business operations;
(k) paying its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own assets;
(l) holding itself out to the public as a legal entity separate and distinct from any other Person. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has ...
