Common use of Separate Entity Characteristics Clause in Contracts

Separate Entity Characteristics. The Issuer shall at all times: (i) not commingle its assets with those of any Person, including any Affiliate, except with respect to the Marks and the Customer Payment Account and as may occur from time to time due to misdirected payments; (ii) conduct its business separate from any direct or ultimate parent of the Issuer; (iii) maintain financial statements susceptible to audit, separate from those of any other Person showing its assets and liabilities separate and apart from those of any other Person; (iv) pay its own expenses and liabilities and pay the salaries of its own employees, if any, only from its own funds; (v) maintain an “arm's-length relationship” with its Affiliates; (vi) except as contemplated by a Note Purchase Agreement, not guarantee or become obligated for the debts of any other Person and not hold out its credit as being available to satisfy the debts or any other obligations of any other Person; (vii) use separate stationery, invoices and checks and hold itself out as a separate and distinct entity from any other Person; (viii) observe all limited liability company and other organizational formalities required by the law of its jurisdiction of formation; (ix) not acquire obligations or securities of any Person, except Permitted Investments and as otherwise contemplated in the Operative Agreements; (x) allocate fairly and reasonably any overhead expenses shared with any other Person, if any; (xi) except for the Security Interests and Permitted Encumbrances, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person (but the Issuer may extend or forbear obligations of any Lessees under the related Leases in the ordinary course of business and in accordance with the provisions of the Management Agreement); (xii) correct any known misunderstanding regarding its separate identity from other Persons; (xiii) maintain adequate capital in light of its contemplated business operations; (xiv) maintain books and records (in accordance with generally accepted accounting principles in the United States) separate from any other Person at its principal office which show a true and accurate record in United States dollars of all business transactions arising out of and in connection with the conduct of the Issuer and the operation of its business in sufficient detail to allow preparation of tax returns required to be prepared and the maintenance of the Indenture Accounts; (xv) maintain bank and other accounts (other than the Indenture Accounts), if any, separate from any other Person; (xvi) conduct its business in its own name; and (xvii) not take any actions that would be inconsistent with maintaining the separate legal identity of the Issuer.

Separate Entity Characteristics. The Issuer shall at all times: (i) not commingle its assets with those of any Person, including any Affiliate, except with respect to the Marks and the Customer Payment Account and as may occur from time to time due to misdirected payments; (ii) conduct its business separate from any direct or ultimate parent of the Issuer; (iii) maintain financial statements susceptible to audit, separate from those of any other Person showing its assets and liabilities separate and apart from those of any other PersonPerson (it being acknowledged however that nothing herein restricts TILC, Trinity or any of their Affiliates from consolidating the Issuer into any consolidated financial statements they prepare; provided that the Issuer is shown as a separate legal entity); (iv) pay its own expenses and liabilities and pay the salaries of its own employees, if any, only from its own funds; (v) maintain an “arm'sarm’s-length relationship” with its Affiliates, except as permitted by the Operative Agreements; (vi) except as contemplated by a Note Purchase Agreement, not guarantee or become obligated for the debts of any other Person and not hold out its credit as being available to satisfy the debts or any other obligations of any other Person; (vii) use separate stationery, invoices and checks and hold itself out as a separate and distinct entity from any other PersonPerson (except as otherwise required by applicable tax law, to the extent the Issuer is a disregarded entity for U.S. federal income tax purposes); (viii) observe all limited liability company and other organizational formalities required by the law of its jurisdiction of formation; (ix) not acquire obligations or securities of any Person, except Permitted Investments and as otherwise contemplated in the Operative Agreements; (x) allocate fairly and reasonably any overhead expenses shared with any other Person, if any; (xi) except for the Security Interests and Permitted Encumbrances, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person except to the extent permitted by the Operative Agreements (but the Issuer may extend or forbear obligations of any Lessees under the related Leases in the ordinary course of business and in accordance with the provisions of the Management Servicing Agreement); (xii) correct any known misunderstanding regarding its separate identity from other Persons; (xiii) maintain adequate capital in light of its contemplated business operations; (xiv) maintain books and records (in accordance with generally accepted accounting principles in the United States) separate from any other Person at its principal office which show a true and accurate record in United States dollars of all business transactions arising out of and in connection with the conduct of the Issuer and the operation of its business in sufficient detail to allow preparation of tax returns required to be prepared and the maintenance of the Indenture Accounts; (xv) maintain bank and other accounts (other than the Indenture Accounts), if any, separate from any other Person; (xvi) conduct its business in its own name; and (xvii) not take any actions that would be inconsistent with maintaining the separate legal identity of the Issuer.

Separate Entity Characteristics. The Issuer shall at all times: (i) not commingle its assets with those of any Person, including any Affiliate, except with respect to the Marks and the Customer Payment Payments Account and as may occur from time to time due to misdirected paymentspayment; (ii) conduct its business separate from any direct or ultimate parent of the Issuer; (iii) maintain financial statements susceptible to audit, separate from those of any other Person showing its assets and liabilities separate and apart from those of any other Person; (iv) pay its own expenses and liabilities and pay the salaries of its own employees, if any, only from its own funds; (v) maintain an “arm'sarm’s-length relationship” with its Affiliates; (vi) except as contemplated by a Note Purchase Agreement, not guarantee or become obligated for the debts of any other Person and not hold out its credit as being available to satisfy the debts or any other obligations of any other Person; (vii) use separate stationery, invoices and checks and hold itself out as a separate and distinct entity from any other Person; (viii) observe all limited liability company partnership and other organizational formalities required by the law of its jurisdiction of formation; (ix) not acquire obligations or securities of any Person, except Permitted Investments and as otherwise contemplated in the Operative Agreements; (x) allocate fairly and reasonably any overhead expenses shared with any other Person, if any; (xi) except for the Security Interests and Permitted Encumbrances, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person (but the Issuer may extend or forbear obligations of any Lessees under the related Leases in the ordinary course of business and in accordance with the provisions of the Management Agreement); (xii) correct any known misunderstanding regarding its separate identity from other Persons; (xiii) maintain adequate capital in light of its contemplated business operations; (xiv) maintain books and records (in accordance with generally accepted accounting principles in the United States) separate from any other Person at its principal office which show a true and accurate record in United States dollars of all business transactions arising out of and in connection with the conduct of the Issuer and the operation of its business in sufficient detail to allow preparation of tax returns required to be prepared and the maintenance of the Indenture Accounts; (xv) maintain at least one bank and account separate from any other accounts Person or entity (other than in addition to the Indenture Accounts), if any, separate from any other Person; (xvi) conduct its business in its own name; and (xvii) not take any actions that would be inconsistent with maintaining the separate legal identity of the Issuer.