Common use of Separateness Requirements Clause in Contracts

Separateness Requirements. (a) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership and each Partner agree that the Partnership, will: (i) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership may be included in the consolidated financial statements of an equity owner of the Partnership in accordance with GAAP); (ii) maintain an arm’s length relationship with its Partners, other Affiliates and any other party furnishing services to it; (iii) maintain its books, records, resolutions and agreements as official records; (iv) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Xxxxx Nursing and Rehabilitation Center” trade name); (v) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (vi) except as contemplated under the Facility Lease, the Loan Documents and under the provisions of paragraph (viii) below, pay its own liabilities out of its own funds and assets; (vii) observe all partnership formalities necessary to maintain its identity as an entity separate and distinct from all of its Affiliates; (viii) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (x) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (xi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xii) hold its assets in its own name, except as contemplated under the Loan Documents; (xiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xiv) maintain adequate capital for the conduct of its business. (b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership, and each Partner agrees that the Partnership, will not: (i) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (ii) fail to correct any known misunderstanding regarding its separate identity; (iii) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (iv) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership and its Affiliates entered into under this Agreement, the Facility Lease or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership); (v) acquire obligations or securities of its Partners; (vi) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (vii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viii) identify its Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (x) engage in any business activity or operate for any purpose other than as stated in Section 2 of this Agreement; (xi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or (xii) fail to file separate federal or state income tax returns, if required by applicable law. (c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner will: (i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership and all of its other Affiliates; (ii) hold itself out as a separate and distinct entity from the Partnership and not identify the Partnership as a division of the Partner; (iii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner may be included in the consolidated financial statements of an equity owner of the Partner in accordance with GAAP); and (iv) hold its assets in its own name.

Separateness Requirements. SECTION 11.01. So long as any indebtedness is outstanding under the Loan Documents, the Company will -- (a) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership maintain records and each Partner agree that the Partnership, will:books of account separate from those of any other Person; (ib) maintain its books and records and bank accounts financial statements separate from those of any other Person (except that, for accounting and reporting purposes, that the Partnership Company may be included in the consolidated financial statements of an equity owner of the Partnership in accordance with another Person where required by GAAP); (iic) maintain an arm’s length relationship with its Partners, other Affiliates and any other party furnishing services to it; (iii) maintain its books, records, resolutions and agreements as official records; (iv) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Xxxxx Nursing and Rehabilitation Center” trade name); (v) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements certain overhead and transaction costs that are allocated on a reasonable basis among the Company and certain of an equity owner, as described in clause (i) above); (vi) except as contemplated under the Facility Lease, the Loan Documents and under the provisions of paragraph (viii) belowits Affiliates, pay its own liabilities out of from its own funds and assetspay the salaries of its own employees, if any; (vii) observe all partnership formalities necessary to maintain its identity as an entity separate and distinct from all of its Affiliates; (viiid) participate in the fair and reasonable allocation, and pay its share, allocation of any and all overhead expenses and other common expenses for facilities, goods goods, or services provided to multiple entities; (ixe) use maintain an arm's length relationship with its own stationery, invoices affiliates and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed)any other parties furnishing services to it; (x) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (xif) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xiig) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Members and all of their other Affiliates; (h) hold itself out as a separate and distinct entity from any other Person; (i) hold title to its assets in its own name, except ; and (j) conduct its own business in its own name or under such trade name as contemplated will not be reasonably likely to cause confusion as to its separate existence. SECTION 11.02. So long as any indebtedness is outstanding under the Loan Documents;, the Company will not -- (xiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xiv) maintain adequate capital for the conduct of its business. (b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership, and each Partner agrees that the Partnership, will not: (i) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (iia) fail to correct any known misunderstanding regarding its separate identity; (iiib) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (ivc) assume or guarantee or become obligated for the debts of any other Person entity or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents Person (provided, provided that this provision shall not be deemed to prohibit customary joint and several obligations and indemnification and contribution agreements by the Partnership and its Affiliates entered into under this Agreement, the Facility Lease Loan Documents or commercially reasonable indemnification obligations incurred in the ordinary course of business of the PartnershipCompany); (v) acquire obligations or securities of its Partners; (vid) pledge any of its assets for the benefit of any other Person, Person other than the lender under the Loan Documents (except as otherwise contemplated or permitted by the Loan Documents); (viie) acquire obligations or securities of its Members; (f) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viiig) identify its Partners Members or any of its Affiliates as a division or part of it or itself as a division or part of any of them (except for inclusion of the Company in consolidated financial statements of an equity ownerin accordance with GAAP); (ixh) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length arms'-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;; or (xi) engage in any business activity or operate for any purpose other than as stated in Section 2 of this Agreement;. (xi) have or create SECTION 11.03. So long as any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted indebtedness is outstanding under the Loan Documents); or, each of the Members will -- (xii) fail to file separate federal or state income tax returns, if required by applicable law. (c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner will: (ia) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership Company and all of its other Affiliates;; and (iib) hold itself out as a separate and distinct entity from the Partnership Company and not identify the Partnership Company as a division of the Partner; (iii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner may be included in the consolidated financial statements of an equity owner of the Partner in accordance with GAAP); and (iv) hold its assets in its own nameMembers.

Separateness Requirements. (a) SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership Company and each Partner Member agree that the PartnershipCompany, will: (ia) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership Company may be included in the consolidated financial statements of an equity owner of the Partnership Company in accordance with GAAP); (iib) maintain an arm’s length relationship with its Partners, Members. other Affiliates and any other party furnishing services to it; (iiic) maintain its books, records, resolutions and agreements as official records; (ivd) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Xxxxx Nursing and Rehabilitation Center” trade name)agents; (ve) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (vif) except as contemplated under the Facility Lease, the Loan Documents and under the provisions of paragraph (viiih) below, pay its own liabilities out of its own funds and assets; (viig) observe all partnership limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (viiih) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ixi) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (xj) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (xik) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xiil) hold its assets in its own name, except as contemplated under the Loan Documents; (xiiim) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xivn) maintain adequate capital for the conduct of its business. (b) SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the PartnershipCompany, and each Partner Member agrees that the PartnershipCompany, will not: (ia) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (iib) fail to correct any known misunderstanding regarding its separate identity; (iiic) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (ivd) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership Company and its Affiliates entered into under this Agreement, or (to the Facility Lease extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the PartnershipCompany); (ve) acquire obligations or securities of its PartnersMembers; (vif) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (viig) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viiih) identify its Partners Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ixi) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (xj) engage in any business activity or operate for any purpose other than as stated in Section 2 2.01 of this Agreement; (xik) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or (xiil) fail to file separate federal or state income tax returns, if required by applicable law. (c) SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner Equity Member will: (ia) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership Company and all of its other Affiliates; (iib) hold itself out as a separate and distinct entity from the Partnership Company and not identify the Partnership Company as a division of the PartnerEquity Member; (iiic) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner Equity Member may be included in the consolidated financial statements of an equity owner of the Partner Equity Member in accordance with GAAP); and (ivd) hold its assets in its own name.

Separateness Requirements. (a) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership and each Partner agree that the Partnership, will: (i) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership may be included in the consolidated financial statements of an equity owner of the Partnership in accordance with GAAP); (ii) maintain an arm’s length relationship with its Partners, other Affiliates and any other party furnishing services to it; (iii) maintain its books, records, resolutions and agreements as official records; (iv) conduct its business in its own name and through its own authorized officers and agents (except that the Property is Facilities are operated under the “Xxxxx Nursing Pennsburg Manor” and Rehabilitation Center“Xxxxxxx Xxxx” trade namenames); (v) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (vi) except as contemplated under the Facility Lease, Leases and the Loan Documents and under the provisions of paragraph (viii) below, pay its own liabilities out of its own funds and assets; (vii) observe all limited partnership formalities necessary to maintain its identity as an entity separate and distinct from all of its Affiliates; (viii) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (x) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (xi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xii) hold its assets in its own name, except as contemplated under the Loan Documents; (xiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xiv) maintain adequate capital for the conduct of its business. (b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership, and each Partner agrees that the Partnership, will not: (i) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (ii) fail to correct any known misunderstanding regarding its separate identity; (iii) except as otherwise contemplated under the Facility Lease Leases and the Loan Documents, commingle its funds or other assets with those of any other Person; (iv) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership and its Affiliates entered into under this Agreement, the Facility Lease Leases or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership); (v) acquire obligations or securities of its Partners; (vi) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (vii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viii) identify its Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (x) engage in any business activity or operate for any purpose other than as stated in Section 2 of this Agreement; (xi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or (xii) fail to file separate federal or state income tax returns, if required by applicable law. (c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner will: (i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership and all of its other Affiliates; (ii) hold itself out as a separate and distinct entity from the Partnership and not identify the Partnership as a division of the Partner; (iii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner may be included in the consolidated financial statements of an equity owner of the Partner in accordance with GAAP); and (iv) hold its assets in its own name.

Separateness Requirements. (a) Notwithstanding anything to the contrary contained herein, except as contemplated or permitted by the Financing Documents, during the Covered Period, the Partnership and Period each Partner agree Member agrees that the PartnershipCompany shall do all things necessary to maintain its existence as a limited liability company separate and apart from the Members, willDS Holdings and the Subsidiaries and their respective Affiliates (each, a “Related Party”), including the following: (i) 14.1.1 maintain its books at least two Independent Managers; 14.1.2 have stationery and records and bank accounts other business forms separate from those of any other Person (except thatRelated Party; 14.1.3 be at all times adequately capitalized in light of its contemplated business; Portions of this Exhibit, for accounting indicated by the xxxx “[***],” were omitted and reporting purposes, have been filed separately with the Partnership may be included in the consolidated financial statements of an equity owner Secretary of the Partnership in accordance with GAAP)Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 14.1.4 provide at all times for its own operating expenses and liabilities from its own funds; (ii) maintain an arm’s length relationship with its Partners, other Affiliates and any other party furnishing services to it; (iii) 14.1.5 maintain its booksassets, records, resolutions funds and agreements as official records; (iv) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Xxxxx Nursing and Rehabilitation Center” trade name); (v) prepare and maintain its financial statements, accounting records and other entity documents transactions separate from those of any other Person Related Party, reflecting such assets and transactions in financial statements separate and distinct from those of any such other Related Party (except for inclusion in that the Company’s, DS Holdings and the Subsidiaries’ financial statements may be consolidated with the financial statements of an any Member, any Sponsor or any other direct or indirect equity ownerowner of the Company, as described DS Holdings or any of the Subsidiaries), and evidencing such assets and transactions by appropriate entries in clause (i) above)books and records separate and distinct from those of any other Related Party; (vi) except as contemplated 14.1.6 hold itself out to the public under the Facility Lease, the Loan Documents and under the provisions of paragraph (viii) below, pay its own liabilities out of its own funds and assets; (vii) observe all partnership formalities necessary to maintain its identity name as an a legal entity separate and distinct from all of its Affiliates; (viii) participate in the fair any such other Related Party and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (x) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (xi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xii) hold its assets in its own name, except as contemplated under the Loan Documents; (xiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xiv) maintain adequate capital for the conduct of its business. (b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership, and each Partner agrees that the Partnership, will not: (i) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (ii) fail to shall correct any known misunderstanding regarding its separate identityentity status of which it has knowledge; (iii) 14.1.7 hold regular duly noticed meetings, or obtain appropriate consents, of Members or other analogous governing body, and make and retain minutes of such meetings, as are necessary or appropriate to authorize all of Company’s actions required by law to be authorized by its governing body; 14.1.8 not engage in any transaction with any other Related Party, except as permitted by the Financing Documents or this Agreement; 14.1.9 not maintain any joint account with any other Related Party or become liable as a guarantor or otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds with respect to any debt or other assets with those contractual obligation of any other PersonRelated Party; (iv) assume 14.1.10 not direct or guarantee or become obligated for participate in the debts management of any other Person Related Party (other than in the case of DS Holdings and the Subsidiaries; 14.1.11 not make any payment or distribution of assets with respect to any obligation of any other Related Party (other than as contemplated by the DS Holdings Depositary Agreement (as defined in the Master Agreements or any other Financing Document) or grant an adverse claim on any of its assets to secure any obligation of any such other Related Party (other than to DS Holdings or to any of the Subsidiaries); 14.1.12 not make loans or advances or otherwise extend credit to any such other Related Party (other than to DS Holdings or to any of the Subsidiaries); 14.1.13 not hold itself out its credit as having agreed to pay, or as being available to satisfy the liable (primarily or secondarily) for, any obligations of any such other PersonRelated Party, except with respect to the Common Facilities (as otherwise contemplated or permitted defined in the EPC Contracts) joint purchasing of supplies; Portions of this Exhibit, indicated by the Loan Documents (provided, xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 14.1.14 have all business transactions that this provision shall not be deemed to prohibit indemnification and contribution agreements are entered into by the Partnership and it with any of its Affiliates entered into under be on arms-length, commercially reasonable terms and have such business transactions approved in accordance with this Agreement, the Facility Lease or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership);; and (v) 14.1.15 not acquire obligations or securities of its Partners; (vi) pledge any of its assets for the benefit of any other PersonMembers, except as otherwise contemplated or permitted by the Loan Documents; (vii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Transaction Documents); (viii) identify its Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (x) engage in any business activity or operate for any purpose other than as stated in Section 2 of this Agreement; (xi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or (xii) fail to file separate federal or state income tax returns, if required by applicable law. (c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner will: (i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership and all of its other Affiliates; (ii) hold itself out as a separate and distinct entity from the Partnership and not identify the Partnership as a division of the Partner; (iii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner may be included in the consolidated financial statements of an equity owner of the Partner in accordance with GAAP); and (iv) hold its assets in its own name.

Separateness Requirements. (a) SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership Company and each Partner Member agree that the PartnershipCompany, will: (ia) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership Company may be included in the consolidated financial statements of an equity owner of the Partnership Company in accordance with GAAP); (iib) maintain an arm’s length relationship with its PartnersMembers, other Affiliates and any other party furnishing services to it; (iiic) maintain its books, records, resolutions and agreements as official records; (ivd) conduct its business in its own name and through its own authorized officers and agents (except that the Property Facility is operated under the “Xxxxx Nursing and Rehabilitation Lopatcong Care Center” trade name); (ve) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (vif) except as contemplated under the Facility Lease, Lease and the Loan Documents and under the provisions of paragraph (viiih) below, pay its own liabilities out of its own funds and assets; (viig) observe all partnership limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (viiih) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ixi) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (xj) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (xik) except as may otherwise be contemplated by the Facility Lease and the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xiil) hold its assets in its own name, except as contemplated under the Facility Lease and the Loan Documents; (xiiim) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xivn) maintain adequate capital for the conduct of its business. (b) SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the PartnershipCompany, and each Partner Member agrees that the PartnershipCompany, will not: (ia) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (iib) fail to correct any known misunderstanding regarding its separate identity; (iiic) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (ivd) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership Company and its Affiliates entered into under this Agreement, Agreement or the Facility Lease Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the PartnershipCompany); (ve) acquire obligations or securities of its PartnersMembers; (vif) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (viig) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viiih) identify its Partners Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ixi) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (xj) engage in any business activity or operate for any purpose other than as stated in Section 2 2.01 of this Agreement; (xik) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or (xiil) fail to file separate federal or state income tax returns, if required by applicable law. (c) SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner Equity Member will: (ia) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership Company and all of its other Affiliates; (iib) hold itself out as a separate and distinct entity from the Partnership Company and not identify the Partnership Company as a division of the PartnerEquity Member; (iiic) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner Equity Member may be included in the consolidated financial statements of an equity owner of the Partner Equity Member in accordance with GAAP); and (ivd) hold its assets in its own name.

Separateness Requirements. (a) SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership Company and each Partner Member agree that the PartnershipCompany, will: (ia) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership Company may be included in the consolidated financial statements of an equity owner of the Partnership Company in accordance with GAAP); (iib) maintain an arm’s length relationship with its PartnersMembers, other Affiliates and any other party furnishing services to it; (iiic) maintain its books, records, resolutions and agreements as official records; (ivd) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Xxxxx Nursing and Rehabilitation Center” trade name)officers; (ve) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (vif) except as contemplated under the Facility Lease, the Loan Documents and under the provisions of paragraph (viiih) below, pay its own liabilities out of its own funds and assets; (viig) observe all partnership limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (viiih) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ixi) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (xj) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (xik) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xiil) hold its assets in its own name, except as contemplated under the Loan Documents; (xiiim) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xivn) maintain adequate capital for the conduct of its business. (b) SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the PartnershipCompany, and each Partner Member agrees that the PartnershipCompany, will not: (ia) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (iib) fail to correct any known misunderstanding regarding its separate identity; (iiic) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (ivd) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership Company and its Affiliates entered into under this Agreement, Agreement or the Facility Lease Loan Documents or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the PartnershipCompany); (ve) acquire obligations or securities of its PartnersMembers; (vif) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (viig) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viiih) identify its Partners Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ixi) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (xj) engage in any business activity or operate for any purpose other than as stated in Section 2 2.01 of this Agreement; (xik) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan DocumentsDocuments and except for the general partner interest held by the Company in the Partnership); or (xiil) fail to file separate federal or state income tax returns, if required by applicable law. (c) SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner Equity Member will: (ia) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership Company and all of its other Affiliates; (iib) hold itself out as a separate and distinct entity from from, the Partnership Company and not identify the Partnership Company as a division of the PartnerEquity Member; (iiic) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner Equity Member may be included in the consolidated financial statements of an equity owner of the Partner Equity Member in accordance with GAAP); and (ivd) hold its assets in its own name.

Separateness Requirements. (a) SECTION 10.01 Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership Company and each Partner Member agree that the PartnershipCompany, will: (ia) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership Company may be included in the consolidated financial statements of an equity owner of the Partnership Company in accordance with GAAP); (iib) maintain an arm’s length relationship with its PartnersMembers, other Affiliates and any other party furnishing services to it; (iiic) maintain its books, records, resolutions and agreements as official records; (ivd) conduct its business in its own name and through its own authorized officers and agents (except that the Property Facility is operated under the “Xxxxx Nursing and Rehabilitation CenterPleasant View” trade name); (ve) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (vif) except as contemplated under the Facility Lease, Lease and the Loan Documents and under the provisions of paragraph (viiih) below, pay its own liabilities out of its own funds and assets; (viig) observe all partnership limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (viiih) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ixi) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (xj) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (xik) except as may otherwise be contemplated by the Facility Lease and the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xiil) hold its assets in its own name, except as contemplated under the Facility Lease and the Loan Documents; (xiiim) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xivn) maintain adequate capital for the conduct of its business. (b) SECTION 10.02 Notwithstanding anything to the contrary contained herein, during the Covered Period, the PartnershipCompany, and each Partner Member agrees that the PartnershipCompany, will not: (ia) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (iib) fail to correct any known misunderstanding regarding its separate identity; (iiic) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (ivd) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership Company and its Affiliates entered into under this Agreement, Agreement or the Facility Lease Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the PartnershipCompany); (ve) acquire obligations or securities of its PartnersMembers; (vif) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (viig) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viiih) identify its Partners Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ixi) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (xj) engage in any business activity or operate for any purpose other than as stated in Section 2 2.01 of this Agreement; (xik) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or (xiil) fail to file separate federal or state income tax returns, if required by applicable law. (c) SECTION 10.03 Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner Equity Member will: (ia) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership Company and all of its other Affiliates; (iib) hold itself out as a separate and distinct entity from the Partnership Company and not identify the Partnership Company as a division of the PartnerEquity Member; (iiic) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner Equity Member may be included in the consolidated financial statements of an equity owner of the Partner Equity Member in accordance with GAAP); and (ivd) hold its assets in its own name.

Separateness Requirements. (a) Notwithstanding anything to the contrary contained herein, except as contemplated or permitted by the Financing Documents, during the Covered Period, the Partnership and Period each Partner agree Member agrees that the PartnershipCompany shall do all things necessary to maintain its existence as a limited liability company separate and apart from the Members, willDS Holdings and the Subsidiaries and their respective Affiliates (each, a “Related Party”), including the following: (i) 14.1.1 maintain its books at least two Independent Managers; 14.1.2 have stationery and records and bank accounts other business forms separate from those of any other Person (except thatRelated Party; 14.1.3 be at all times adequately capitalized in light of its contemplated business; Portions of this Exhibit, for accounting indicated by the xxxx “[***],” were omitted and reporting purposes, have been filed separately with the Partnership may be included in the consolidated financial statements of an equity owner Secretary of the Partnership in accordance with GAAP)Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 14.1.4 provide at all times for its own operating expenses and liabilities from its own funds; (ii) maintain an arm’s length relationship with its Partners, other Affiliates and any other party furnishing services to it; (iii) 14.1.5 maintain its booksassets, records, resolutions funds and agreements as official records; (iv) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Xxxxx Nursing and Rehabilitation Center” trade name); (v) prepare and maintain its financial statements, accounting records and other entity documents transactions separate from those of any other Person Related Party, reflecting such assets and transactions in financial statements separate and distinct from those of any such other Related Party (except for inclusion in that the Company’s, DS Holdings and the Subsidiaries’ financial statements may be consolidated with the financial statements of an any Member, any Sponsor or any other direct or indirect equity ownerowner of the Company, as described DS Holdings or any of the Subsidiaries), and evidencing such assets and transactions by appropriate entries in clause (i) above)books and records separate and distinct from those of any other Related Party; (vi) except as contemplated 14.1.6 hold itself out to the public under the Facility Lease, the Loan Documents and under the provisions of paragraph (viii) below, pay its own liabilities out of its own funds and assets; (vii) observe all partnership formalities necessary to maintain its identity name as an a legal entity separate and distinct from all of its Affiliates; (viii) participate in the fair any such other Related Party and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (x) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (xi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xii) hold its assets in its own name, except as contemplated under the Loan Documents; (xiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xiv) maintain adequate capital for the conduct of its business. (b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership, and each Partner agrees that the Partnership, will not: (i) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (ii) fail to shall correct any known misunderstanding regarding its separate identityentity status of which it has knowledge; (iii) 14.1.7 hold regular duly noticed meetings, or obtain appropriate consents, of Members or other analogous governing body, and make and retain minutes of such meetings, as are necessary or appropriate to authorize all of Company’s actions required by law to be authorized by its governing body; 14.1.8 not engage in any transaction with any other Related Party, except as permitted by the Financing Documents or this Agreement; 14.1.9 not maintain any joint account with any other Related Party or become liable as a guarantor or otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds with respect to any debt or other assets with those contractual obligation of any other PersonRelated Party; (iv) assume 14.1.10 not direct or guarantee or become obligated for participate in the debts management of any other Person Related Party (other than in the case of DS Holdings and the Subsidiaries; 14.1.11 not make any payment or distribution of assets with respect to any obligation of any other Related Party (other than as contemplated by the DS Holdings Depositary Agreement (as defined in the Master Agreements or any other Financing Document) or grant an adverse claim on any of its assets to secure any obligation of any such other Related Party (other than to DS Holdings or to any of the Subsidiaries); 14.1.12 not make loans or advances or otherwise extend credit to any such other Related Party (other than to DS Holdings or to any of the Subsidiaries); 14.1.13 not hold itself out its credit as having agreed to pay, or as being available to satisfy the liable (primarily or secondarily) for, any obligations of any such other PersonRelated Party, except with respect to the Common Facilities (as otherwise contemplated or permitted defined in the EPC Contracts) joint purchasing of supplies; Portions of this Exhibit, indicated by the Loan Documents (provided, xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. 14.1.14 have all business transactions that this provision shall not be deemed to prohibit indemnification and contribution agreements are entered into by the Partnership and it with any of its Affiliates entered into under be on arms- length, commercially reasonable terms and have such business transactions approved in accordance with this Agreement, the Facility Lease or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership);; and (v) 14.1.15 not acquire obligations or securities of its Partners; (vi) pledge any of its assets for the benefit of any other PersonMembers, except as otherwise contemplated or permitted by the Loan Documents; (vii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Transaction Documents); (viii) identify its Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (x) engage in any business activity or operate for any purpose other than as stated in Section 2 of this Agreement; (xi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or (xii) fail to file separate federal or state income tax returns, if required by applicable law. (c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner will: (i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership and all of its other Affiliates; (ii) hold itself out as a separate and distinct entity from the Partnership and not identify the Partnership as a division of the Partner; (iii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner may be included in the consolidated financial statements of an equity owner of the Partner in accordance with GAAP); and (iv) hold its assets in its own name.

Separateness Requirements. (a) SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership Company and each Partner Member agree that the PartnershipCompany, will: (ia) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership Company may be included in the consolidated financial statements of an equity owner of the Partnership Company in accordance with GAAP); (iib) maintain an arm’s length relationship with its PartnersMembers, other Affiliates and any other party furnishing services to it; (iiic) maintain its books, records, resolutions and agreements as official records; (ivd) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Xxxxx Nursing and Rehabilitation Center” trade name)officers; (ve) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (vif) except as contemplated under the Facility Lease, the Loan Documents and under the provisions of paragraph (viiih) below, pay its own liabilities out of its own funds and assets; (viig) observe all partnership limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates; (viiih) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities; (ixi) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed); (xj) hold 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 for inclusion in consolidated financial statements of an equity owner, as described in clause (ia) above); (xik) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (xiil) hold its assets in its own name, except as contemplated under the Loan Documents; (xiiim) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and (xivn) maintain adequate capital for the conduct of its business. (b) SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the PartnershipCompany, and each Partner Member agrees that the PartnershipCompany, will not: (ia) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets; (iib) fail to correct any known misunderstanding regarding its separate identity; (iiic) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person; (ivd) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Partnership Company and its Affiliates entered into under this Agreement, the Facility Lease Agreement or commercially reasonable indemnification obligations incurred in the ordinary course of business of the PartnershipCompany); (ve) acquire obligations or securities of its PartnersMembers; (vif) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents; (viig) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents); (viiih) identify its Partners Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (ixi) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (xj) engage in any business activity or operate for any purpose other than as stated in Section 2 2.01 of this Agreement; (xik) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan DocumentsDocuments and except for the general partner interest held by the Company in the Partnership); or (xiil) fail to file separate federal or state income tax returns, if required by applicable law. (c) SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner Equity Member will: (ia) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership Company and all of its other Affiliates; (iib) hold itself out as a separate and distinct entity from the Partnership Company and not identify the Partnership Company as a division of the PartnerEquity Member; (iiic) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner Equity Member may be included in the consolidated financial statements of an equity owner of the Partner Equity Member in accordance with GAAP); and (ivd) hold its assets in its own name.