Common use of Separateness Provisions Clause in Contracts

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 transactions 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) not 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. In order to The Borrower Parties shall maintain its status their existence separate and distinct from any other Person, including taking the following actions: Maintaining in full effect each such party’s existence, rights and franchises as a limited liability company existing under the laws of the State of Delaware and obtaining and preserving their respective qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of its respective LLC Agreement and each other instrument or agreement necessary or appropriate to properly administer its respective LLC Agreement and permit and effectuate the transactions contemplated in its respective LLC Agreement; Maintaining their own deposit accounts, separate entity from those of the Pledgor and its respective Affiliates; Conducting all material transactions between each Borrower Party and any of their respective Affiliates on an arm’s length basis on commercially reasonable terms; Allocating fairly and reasonably the cost of any shared office space with the Pledgor or any of its respective Affiliates; Conducting their affairs separately from those of the Pledgor or any of its respective Affiliates and maintaining accurate and separate books, records and accounts; Acting solely in their own limited liability company name and not that of any other Person, including the Pledgor or any of its respective Affiliates, and at all times use their own stationary, invoices and checks separate from those of the Pledgor and its respective Affiliates; Not holding itself out as having agreed to avoid any confusion pay, or potential consolidation with any Affiliateas being liable for, the Company will observe obligations of the following covenants: (i) maintain books and records and bank accounts separate from Pledgor or any of its respective Affiliates; Not commingling their assets with those of any other Person; Paying their own obligations out of their own funds; Observing all corporate formalities required under its LLC Agreement and, in the case of the Borrower, its Certificate of Formation, dated July 18, 2008 (iias amended June 2, 2010), in the case of the Procurement Sub, its Certificate of Formation, dated June 2, 2010 and, in the case of the Project Owner, its Certificate of Formation, dated February 26. 2008; Paying the salaries of their own employees; Not acquiring obligations of their members or any of their respective Affiliates; Each such Borrower Party holding itself out as a separate entity; Not forming, acquiring or holding any subsidiaries; Paying their debts and liabilities (including, as applicable, shared personnel and overhead expenses) maintain from their own assets; Maintaining separate financial statements (including not listing 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 on 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 statements of any other Person, except ); provided that the Company’s Borrower Parties’ assets may be included in a consolidated financial statement of an Affiliate its Affiliates so long as (i) appropriate notation is notations are made on such consolidated financial statements to indicate the separateness of the Company from Borrower Parties and such AffiliateAffiliates and to indicate that the Borrower Parties’ assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on each Borrower Party’s own separate balance sheet; (vi) prepare and file its Filing each Borrower Party’s own tax returns separate from those of any Person (to the extent required by applicable law, and pay any taxes such Borrower Party is required to be paid by applicable law; (vii) allocate and charge fairly and reasonably file any common employee or overhead shared with Affiliates; (viii) except for capital contributions, capital distributions or other transactions 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) not 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 Companysuch tax returns); (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. 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 transactions 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) not 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.. (Signatures on following page)

Separateness Provisions. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliateaffiliate, Borrower represents and warrants that in the Company conduct of its operations since its organization it has and will continue to observe the following covenants: covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Personperson or entity; (ii) maintain its assets in such a manner that it is not costly or difficult to segregate segregate, identify or identify ascertain such assets; (iii) comply with all organization organizational 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, person or entity except that the CompanyBorrower’s assets may be included in a consolidated financial statement of an Affiliate its’ affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company Borrower from such Affiliateaffiliate and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliate or any other person or entity; (vi) prepare and file its own tax returns separate from those of any Person person or entity 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 Affiliatesaffiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliateaffiliate, 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 on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (ix) conduct business in its own name, and use separate stationery, invoices and checks bearing its own name; (x) not commingle its assets or funds with those of any other Personperson or entity; (xxi) not assume, guarantee or pay the debts or obligations of any other Personperson or entity; (xixii) correct any known misunderstanding as to its separate identity; (xiixiii) not permit any Affiliate affiliate to guarantee or pay its obligations (other than guarantees and indemnities pursuant to the TCR Guarantors and direct or indirect owners of the CompanyLoan Documents); (xiiixiv) not make loans or advances to any other Personperson or entity; and (xivxv) pay its liabilities and expenses out of and from its own funds (to the extent there exists sufficient cash flow from the Property to do so); (xvi) maintain a sufficient number of employees in light of its contemplated business operation and pay the salaries of its own fundsemployees, if any, only from its own funds (to the extent there exists sufficient cash flow from the Property to do so); provided(xvii) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character in light of its contemplated business operations (to the extent there exists sufficient cash flow from the Property to do so); and (xviii) cause the managers, howeverofficers, that none employees, agents and other representatives of Borrower to act at all times with respect to Borrower consistently and in furtherance of the foregoing and in the best interests of Borrower. Failure of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall require any Member to make additional capital contributions, loans or other advances to not affect the Companystatus of Borrower as a separate legal entity.