Common use of Separateness Provisions Clause in Contracts

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, other than, as applicable, a property manager with respect to the Property; (n) fail to make investments in the name of the Company directly by the Company or on its behalf by brokers engaged and paid by the Company or its agents; (i) guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Member or any Affiliate of the Company or (ii) make any loan (other than loans made in the ordinary course of business to tenants, pursuant to the terms of the applicable lease, for construction by or on behalf of such tenant of tenant improvements); (p) become insolvent; (i) fail separately to identify, maintain or segregate its assets, (ii) fail to cause its assets at all times to be held by or on behalf of the Company (or if held on behalf of the Company by another entity, fail to cause such assets be kept identifiable (in accordance with customary usages) at all times as assets owned by the Company (which covenant includes, without limitation, that (A) Company funds shall be deposited or invested in the Company’s name, (B) Company funds shall not be commingled with the funds of any Affiliate of the Company or other Person, (C) the Company shall maintain all accounts in its own name, separate from those of any Affiliate of the Company or other Person, and (D) Company funds shall be used only for the business of the Company)); (r) fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate of the Company or other Person; (s) fail to pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees (if any), only out of its own separate funds and assets; (t) fail to be adequately capitalized at all times to engage in the transactions contemplated at its formation; (u) do any act which would make it impossible to carry on the ordinary business of the Company; (v) fail to cause any data and records (including computer records) used by the Company or any Affiliate of the Company in the collection and administration of any loan to reflect the Company’s ownership interest therein; (w) invest its funds in securities issued by any Affiliate of the Company; (x) acquire the indebtedness or obligation of, any Affiliate of the Company; (y) fail to maintain an arm’s length relationship with each of its Affiliates; (z) enter into contracts or transact business with its Affiliates on terms other than commercially reasonable terms that are any less favorable to the Company than is obtainable in the market from a Person that is not an Affiliate of the Company; (aa) fail to correct any misunderstanding that is known by the Company regarding its name or separate identity;

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 tide 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, other than, as applicable, a property manager with respect to the Property; (n) fail to make investments in the name of the Company directly by the Company or on its behalf by brokers engaged and paid by the Company or its agents; (i) guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Member or any Affiliate of the Company or (ii) make any loan (other than loans made in the ordinary course of business to tenants, pursuant to the terms of the applicable lease, for construction by or on behalf of such tenant of tenant improvements); (p) become insolvent; (i) fail separately to identify, maintain or segregate its assets, (ii) fail to cause its assets at all times to be held by or on behalf of the Company (or if held on behalf of the Company by another entity, fail to cause such assets be kept identifiable (in accordance with customary usages) at all times as assets owned by the Company (which covenant includes, without limitation, that (A) Company funds shall be deposited or invested in the Company’s name, (B) Company funds shall not be commingled with the funds of any Affiliate of the Company or other Person, (C) the Company shall maintain all accounts in its own name, separate from those of any Affiliate of the Company or other Person, and (D) Company funds shall be used only for the business of the Company)); (r) fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate of the Company or other Person; (s) fail to pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees (if any), only out of its own separate funds and assets; (t) fail to be adequately capitalized at all times to engage in the transactions contemplated at its formation; (u) do any act which would make it impossible to carry on the ordinary business of the Company; (v) fail to cause any data and records (including computer records) used by the Company or any Affiliate of the Company in the collection and administration of any loan to reflect the Company’s ownership interest therein; (w) invest its funds in securities issued by any Affiliate of the Company; (x) acquire the indebtedness or obligation of, any Affiliate of the Company; (y) fail to maintain an arm’s length relationship with each of its Affiliates; (z) enter into contracts or transact business with its Affiliates on terms other than commercially reasonable terms that are any less favorable to the Company than is obtainable in the market from a Person that is not an Affiliate of the Company; ; (aa) fail to correct any misunderstanding that is known by the Company regarding its name or separate identity; (bb) maintain any indebtedness or incur any liability other than (i) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (A) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed in the aggregate three percent (3%) of the outstanding Pro Rata Release Amount and (B) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (ii) the Loan; or (cc) maintain any indebtedness other than the Loan that is secured (whether senior, subordinated or pari passu) by the Property.

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 stationerystationer}’, 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 fit 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 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, other than, as applicable, a property manager with respect to the Property; (n) fail to make investments in the name of the Company directly by the Company or on its behalf by brokers engaged and paid by the Company or its agents; (i) guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Member or any Affiliate of the Company or (ii) make any loan (other than loans made in the ordinary course of business to tenants, pursuant to the terms of the applicable lease, for construction by or on behalf of such tenant of tenant improvements); (p) become insolvent; (i) fail separately to identify, maintain or segregate its assets, (ii) fail to cause its assets at all times to be held by or on behalf of the Company (or if held on behalf of the Company by another entity, fail to cause such assets be kept identifiable (in accordance with customary usages) at all times as assets owned by the Company (which covenant includes, without limitation, that (A) Company funds shall be deposited or invested in the Company’s name, (B) Company funds shall not be commingled with the funds of any Affiliate of the Company or other Person, (C) the Company shall maintain all accounts in its own name, separate from those of any Affiliate of the Company or other Person, and (D) Company funds shall be used only for the business of the Company)); (r) fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify identify’ its individual assets from those of any Affiliate of the Company or other Person; (s) fail to pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees (if any), only out of its own separate funds and assets; (t) fail to be adequately capitalized at all times to engage in the transactions contemplated at its formation; (u) do any act which would make it impossible to carry on the ordinary business of the Company; (v) fail to cause any data and records (including computer records) used by the Company or any Affiliate of the Company in the collection and administration of any loan to reflect the Company’s ownership interest therein; (w) invest its funds in securities issued by any Affiliate of the Company; (x) acquire the indebtedness or obligation of, any Affiliate of the Company; (y) fail to maintain an arm’s length relationship with each of its Affiliates; (z) enter into contracts or transact business with its Affiliates on terms other than commercially reasonable terms that are any less favorable to the Company than is obtainable in the market from a Person that is not an Affiliate of the Company; ; (aa) fail to correct any misunderstanding that is known by the Company regarding its name or separate identity; (bb) maintain any indebtedness or incur any ..liability other than (i) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (A) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed in the aggregate three percent (3%) of the outstanding Pro Rata Release Amount and (B) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (ii) the Loan; or (cc) maintain any indebtedness other than the Loan that is secured (whether senior, subordinated or pari passu) by the Property.

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 die 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 tide 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, other than, as applicable, a property manager with respect to the Property; (n) fail to make investments in the name of the Company directly by the Company or on its behalf by brokers engaged and paid by the Company or its agents; (i) guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Member or any Affiliate of the Company or (ii) make any loan (other than loans made in the ordinary course of business to tenants, pursuant to the terms of the applicable lease, for construction by or on behalf of such tenant of tenant improvements); (p) become insolvent; (i) fail separately to identify, maintain or segregate its assets, (ii) fail to cause its assets at all times to be held by or on behalf of the Company (or if held on behalf of the Company by another entity, fail to cause such assets be kept identifiable (in fin accordance with customary usages) at all times as assets owned by the Company (which covenant includes, without limitation, that (A) Company funds shall be deposited or invested in the Company’s name, (B) Company funds shall not be commingled with the funds of any Affiliate of the Company or other Person, (C) the Company shall maintain all accounts in its own name, separate from those of any Affiliate of the Company or other Person, and (D) Company funds shall be used only for the business of the Company)); (r) fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate of the Company or other Person; (s) fail to pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees (if any), only out of its own separate funds and assets; (t) fail to be adequately capitalized at all times to engage in the transactions contemplated at its formation; (u) do any act which would make it impossible to carry on the ordinary business of the Company; (v) fail to cause any data and records (including computer records) used by the Company or any Affiliate of the Company in the collection and administration of any loan to reflect the Company’s ownership interest therein; (w) invest its funds in securities issued by any Affiliate of the Company; (x) acquire the indebtedness or obligation of, any Affiliate of the Company; (y) fail to maintain an arm’s length relationship with each of its Affiliates; (z) enter into contracts or transact business with its Affiliates on terms other than commercially reasonable terms that are any less favorable to the Company than is obtainable in the market from a Person that is not an Affiliate of the Company; (aa) fail to correct any misunderstanding that is known by the Company regarding its name or separate identity;

Separateness Provisions. So long as the Loan is outstanding, except as contemplated by the Loan Documents, the Company Partnership 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 Partnership (unless the Company Partnership 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 CompanyPartnership; (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 Partnership has any employees; (f) fail to maintain accounts, books and records and other entity documents separate from those of any Affiliate of the Company Partnership or any other Person; (g) fail to prepare unaudited quarterly and annual financial statements separate from those of any Affiliate of the Company Partnership or any other Person, or fail to cause such financial statements substantially to comply with generally accepted accounting principles (it fit being agreed, however, that such financial statements may be prepared on a consolidated basis if they indicate the separate existence of the Company Partnership 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 CompanyPartnership’s own name and as a separate and distinct entity and not as a department, division or otherwise of any Affiliate of the CompanyPartnership; (k) fail to observe any customary formalities regarding the existence of the CompanyPartnership, including maintaining current and accurate entity records separate from those of any Affiliate of the CompanyPartnership; (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 managersgeneral partner, members partners (if applicable) and agents; (m) cause or permit an Affiliate of the Company Partnership to be appointed or act as agent of the CompanyPartnership, other than, as applicable, a property manager with respect to the Property; (n) fail to make investments in the name of the Company Partnership directly by the Company Partnership or on its behalf by brokers engaged and paid by the Company Partnership or its agents; (o) (i) guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Member Partner or any Affiliate of the Company Partnership or (ii) make any loan (other than loans made in the ordinary course of business to tenants, pursuant to the terms of the applicable lease, for construction by or on behalf of such tenant of tenant improvements); (p) become insolvent; (i) fail separately to identify, maintain or segregate its assets, (ii) fail to cause its assets at all times to be held by or on behalf of the Company Partnership (or if held on behalf of the Company Partnership by another entity, fail to cause such assets be kept identifiable (in accordance with customary usages) at all times as assets owned by the Company Partnership (which covenant includes, without limitation, that (A) Company Partnership funds shall be deposited or invested in the CompanyPartnership’s name, (B) Company Partnership funds shall not be commingled with the funds of any Affiliate of the Company Partnership or other Person, (C) the Company Partnership shall maintain all accounts in its own name, separate from those of any Affiliate of the Company Partnership or other Person, and (D) Company Partnership funds shall be used only for the business of the CompanyPartnership)); (r) fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate of the Company Partnership or other Person; (s) fail to pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees (if any), only out of its own separate funds and assets; (t) fail to be adequately capitalized at all times to engage in the transactions contemplated at its formation; (u) do any act which would make it impossible to carry on the ordinary business of the CompanyPartnership; (v) fail to cause any data and records (including computer records) used by the Company Partnership or any Affiliate of the Company Partnership in the collection and administration of any loan to reflect the CompanyPartnership’s ownership interest therein; (w) invest its funds in securities issued by any Affiliate of the CompanyPartnership; (x) acquire the indebtedness or obligation of, any Affiliate of the CompanyPartnership; (y) fail to maintain an arm’s length relationship with each of its Affiliates; (z) enter into contracts or transact business with its Affiliates on terms other than commercially reasonable terms that are any less favorable to the Company Partnership than is obtainable in the market from a Person that is not an Affiliate of the Company; Partnership; (aa) fail to correct any misunderstanding that is known by the Company Partnership regarding its name or separate identity; (bb) maintain any indebtedness or incur any liability other than (i) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (A) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed in the aggregate three percent (3%) of the outstanding Pro Rata Release Amount and (B) are not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (ii) the Loan; or (cc) maintain any indebtedness other than the Loan that is secured (whether senior, subordinated or pari passu) by the Property.

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, other than, as applicable, a property manager with respect to the Property; (n) fail to make investments in the name of the Company directly by the Company or on its behalf by brokers engaged and paid by the Company or its agents; (i) guarantee, pledge or assume or hold itself out or permit itself to be held out as having guaranteed, pledged or assumed any liabilities or obligations of any Member or any Affiliate of the Company or (ii) make any loan (other than loans made in the ordinary course of business to tenants, pursuant to the terms of the applicable lease, for construction by or on behalf of such tenant of tenant improvements); (p) become insolvent; (i) fail separately to identify, maintain or segregate its assets, (ii) fail to cause its assets at all times to be held by or on behalf of the Company (or if held on behalf of the Company by another entity, fail to cause such assets be kept identifiable (in accordance with customary usages) at all times as assets owned by the Company (which covenant includes, without limitation, that (A) Company funds shall be deposited or invested in the Company’s name, (B) Company funds shall not be commingled with the funds of any Affiliate of the Company or other Person, (C) the Company shall maintain all accounts in its own name, separate from those of any Affiliate of the Company or other Person, and (D) Company funds shall be used only for the business of the Company)); (r) fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate of the Company or other Person; (s) fail to pay or cause to be paid its own liabilities and expenses of any kind, including but not limited to salaries of its employees (if any), only out of its own separate funds and assets; (t) fail to be adequately capitalized at all times to engage in the transactions contemplated at its formation; (u) do any act which would make it impossible to carry on the ordinary business of the Company; (v) fail to cause any data and records (including computer records) used by the Company or any Affiliate of the Company in the collection and administration of any loan to reflect the Company’s ownership interest therein; (w) invest its funds in securities issued by any Affiliate of the Company; (x) acquire the indebtedness or obligation of, any Affiliate of the Company; (y) fail to maintain an arm’s length relationship with each of its Affiliates; (z) enter into contracts or transact business with its Affiliates on terms other than commercially reasonable terms that are any less favorable to the Company than is obtainable in the market from a Person that is not an Affiliate of the Company; ; (aa) fail to correct any misunderstanding that is known by the Company regarding its name or separate identity; (bb) maintain any indebtedness or incur any liability other than (i) unsecured debts and liabilities for trade payables and accrued expenses incurred in the ordinary course of its business of operating the Property, provided, however, that such unsecured indebtedness or liabilities (A) are in amounts that are normal and reasonable under the circumstances, but in no event to exceed in the aggregate three percent (3%) of the outstanding Pro Rata Release Amount and (B) arc not evidenced by a note and are paid when due, but in no event for more than sixty (60) days from the date that such indebtedness or liabilities are incurred and (ii) the Loan; or (cc) maintain any indebtedness other than the Loan that is secured (whether senior, subordinated or pari passu) by the Property.