Common use of Separate Legal Entity Clause in Contracts

Separate Legal Entity. Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, the Company covenants that: (a) It shall not enter into any contractual obligation with any Affiliate of the Company or the Managing Member, any constituent party of the Company or any shareholder of the Managing Member, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm's-length and commercially reasonable basis with a Person other than any such Affiliate, constituent party or shareholder. (b) It shall: (i) maintain and prepare financial reports and financial statements showing its assets and liabilities separate and apart from those of any other person or entity and will not have its assets listed on the financial statement of any other entity; (ii) maintain its books, records and bank accounts separate from those of its Affiliates, any constituent party and any other Person; and (iii) not permit any Affiliate or constituent party independent access to its bank accounts. (c) It shall not commingle any of the funds and other assets of the Company with those of any Affiliate or constituent party or any other Person and shall hold all of its assets in its own name. (d) It shall conduct its own business in its own name. (e) It is and will remain solvent and shall pay its own debts, liabilities and expenses (including employment and overhead expenses) only out of its own assets as the same shall become due. (f) It has done, or caused to be done, and shall do, all things necessary to observe limited liability company formalities, as applicable, and other organizational formalities, and preserve its existence, and it shall not, nor will it permit any constituent party to, amend, modify or otherwise change the Certificate or this Agreement in a manner which would adversely affect the existence of the Company as a single purpose entity. (g) It shall pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations. (h) It shall compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all obligations of any kind incurred. (i) It does not, and shall not, guarantee, become obligated for, or hold itself or its credit out to be responsible for or available to satisfy, the debts or obligations of any other Person or the decisions or actions respecting the daily business or affairs of any other Person (except as the Member of the Company may be liable under the Act). (j) It shall not acquire obligations or securities of any Affiliate or any of the Members. It shall not buy or hold any evidence of indebtedness issued by any other Person (other than cash and investment-grade securities). (k) It shall allocate fairly and reasonably the cost of: (i) any overhead expenses shared with any Member, Affiliate or with any Affiliate of any Member; and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Company and one or more Affiliates. (l) It shall maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates) and maintain a separate sign in the office directory (if applicable) of the Company. (m) It has not made any loans or advances to, or pledged its assets (except as provided in the Securitization Agreements) for the benefit of, and shall not make any loans or advances to, or pledge its assets (except as provided in the Securitization Agreements) for the benefit of, any Person, including, without limitation, any Affiliate, constituent party, or any Affiliate of any constituent party. (n) It shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person and shall correct any known misunderstanding regarding its separate identity. (o) It shall not identify itself as a division of any other Person. (p) It shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (q) It has and shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party, any guarantor, or any Affiliate of any constituent party or guarantor, or any other Person. (r) It shall at all times cause there to be at least two duly appointed Independent Directors.

Separate Legal Entity. Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, the Company covenants that: (a) It shall not enter into any contractual obligation with any Affiliate of the Company or the Managing Member, any constituent party of the Company or any shareholder of the Managing Member, except upon terms teams and conditions that are intrinsically fair and substantially similar to those that would be available on an arm'sarm’s-length and commercially reasonable basis with a Person other than any such Affiliate, constituent party or shareholder. (b) It shall: (i) maintain and prepare financial reports and financial statements showing its assets and liabilities separate and apart from those of any other person or entity and will not have its assets listed on the financial statement of any other entity; (ii) maintain its books, records and bank accounts separate from those of its Affiliates, any constituent party and any other Person; and (iii) not permit any Affiliate or constituent party independent access to its bank accounts. (c) It shall not commingle any of the funds and other assets of the Company with those of any Affiliate or constituent party or any other Person and shall hold all of its assets in its own name. (d) It shall conduct its own business in its own name. (e) It is and will remain solvent and shall pay its own debts, liabilities and expenses (including employment and overhead expenses) only out of its own assets as the same shall become due. (f) It has done, or caused to be done, and shall do, do all things necessary to observe limited liability company formalities, as applicable, and other organizational formalities, and preserve its existence, and it shall not, nor will it permit any constituent party to, amend, modify or otherwise change the Certificate or this Agreement in a manner which would adversely affect the existence of the Company as a single purpose entity. (g) It shall pay the salaries of its own employees from its own funds and maintain a sufficient number of employees in light of its contemplated business operations. (h) It shall compensate each of its consultants and agents from its own funds for services provided to it and pay from its own assets all alt obligations of any kind incurred. (i) It does not, and shall not, guarantee, become obligated for, or hold itself or its credit out to be responsible for or available to satisfy, the debts or obligations of any other Person or the decisions or actions respecting the daily business or affairs of any other Person (except as the Member of the Company may be liable under the Act). (j) It shall not acquire obligations or securities of in any Affiliate or any of the Members. It shall not buy or hold any evidence of indebtedness issued by any other Person (other than cash and investment-grade securities). (k) It shall allocate fairly and reasonably the cost of: (i) any overhead expenses shared with any Member, Affiliate or with any Affiliate of any Member; and (ii) any services (such as asset management, legal and accounting) that are provided jointly to the Company and one or more Affiliates. (l) It shall maintain and utilize separate stationery, invoices and checks bearing its own name and allocate separate office space (which may be a separately identified area in office space shared with one or more Affiliates) and maintain a separate sign in the office directory (if applicable) of the Company. (m) It has not made any loans or advances to, or pledged its assets (except as provided in the Securitization Agreements) for the benefit of, and shall not make any loans or advances to, or pledge its assets (except as provided in the Securitization Agreements) for the benefit of, any Person, including, without limitation, any Affiliate, constituent party, or any Affiliate of any constituent party. (n) It shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other Person and shall correct any known misunderstanding regarding its separate identity. (o) It shall not identify itself as a division of any other Person. (p) It shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations. (q) It has and shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party, any guarantor, or any Affiliate of any constituent party or guarantor, or any other Person. (r) It shall at all times cause there to be at least two duly appointed Independent Directors.