Common use of Separate Legal Entity Clause in Contracts

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) have its own business office (which, however, may be within the premises of the Member) at which will be maintained its own separate limited liability company books and records; (ii) observe all requirements of the Act, the Certificate of Formation and this Agreement; (iii) compensate all consultants and agents directly, from its own bank account, for services provided to it by such consultants and agents and pay its own liabilities and expenses only out of its own funds; (iv) pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business obligations; (v) readily identify and allocate any sharing of overhead expenses between the Company and the Member; (vi) preserve its limited liability company form and hold itself out to the public and all other Persons as a separate legal entity separate and distinct from the Member and all other Persons; (vii) strictly observe and maintain separate financial records and separate financial statements which are and will continue to be maintained to reflect its assets and liabilities which will be subject to audit by independent public accountants; (viii) declare and pay all dividends in accordance with law, the provisions of its organic documents, and the provisions of the Securitization Documents; (ix) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or any other Person, including any other subsidiary or Affiliate of the Member; (x) maintain its own bank accounts and books of account and records separate from the Member or any other subsidiary or Affiliate of the Member or any other Person; (xi) avoid commingling or pooling of its funds or other assets or liabilities with those of the Member or any other subsidiary or Affiliate of the Member or any other Person, except with respect to the temporary commingling of collections and except with respect to the Member’s retention of certain books and records of the Company and except to the extent that the provisions of the Securitization Documents permit such commingling; (xii) properly reflect in its financial records all monetary transactions between it and the Member or any other subsidiary or Affiliate of the Member or any other Person; (xiii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing or a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (xiv) maintain an arm’s length relationship with its Affiliates and the Member and correct any known misunderstanding regarding its separate identity; (xv) not hold out its credit or assets as being available to satisfy the obligations of others; (xvi) use separate stationery and checks bearing its own name and conduct its own business in its own name; (xvii) except as contemplated by the Securitization Documents, not pledge its assets for the benefit of, or make any loans or advances to, any other Person; (xviii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, provided, however, the foregoing shall not require the Member to make any additional capital contributions to the Company; and (xix) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company.

Separate Legal Entity. (a) The Issuer hereby acknowledges that Company shall respect and appropriately document the Trustee separate and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity independent nature of its activities, as a legal entity separate from compared with those of any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s its identity as a separate legal entity entity, and to make it apparent to third Persons that the Issuer Company is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinforegoing, the Issuer shall take such actions as shall be required in order thatCompany shall: (i) have its own business office (which, however, may be within the premises of the Member) at which will be maintained its own separate limited liability company maintain books and recordsrecords separate from any other Person or entity; (ii) observe all requirements maintain its accounts separate from those of the Act, the Certificate of Formation and this Agreementany other Person or entity; (iii) compensate all consultants and agents directly, from conduct its own bank account, for services provided to it by such consultants and agents and business in its own name; (iv) maintain separate financial statements; (v) pay its own liabilities and expenses only out of its own funds; (ivvi) observe all limited liability company formalities and other formalities required by the organic documents; (vii) maintain an arm's-length relationship with its Affiliates; (viii) pay the salaries of its own employees, if any, employees and maintain a sufficient number of employees in light of its contemplated business obligations; (v) readily identify and allocate any sharing of overhead expenses between the Company and the Member; (vi) preserve its limited liability company form and hold itself out to the public and all other Persons as a separate legal entity separate and distinct from the Member and all other Persons; (vii) strictly observe and maintain separate financial records and separate financial statements which are and will continue to be maintained to reflect its assets and liabilities which will be subject to audit by independent public accountants; (viii) declare and pay all dividends in accordance with law, the provisions of its organic documents, and the provisions of the Securitization Documentsoperations; (ix) maintain its assets allocate fairly and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or reasonably any other Person, including any other subsidiary or Affiliate of the Memberoverhead for shared office space; (x) maintain its own bank accounts use separate stationery, invoices, and books of account and records separate from the Member or any other subsidiary or Affiliate of the Member or any other Personchecks; (xi) avoid commingling or pooling of its funds or other assets or liabilities with those of the Member or any other subsidiary or Affiliate of the Member or any other Person, except with respect to the temporary commingling of collections and except with respect to the Member’s retention of certain books and records of the Company and except to the extent that the provisions of the Securitization Documents permit such comminglinghold itself out as a separate entity; (xii) properly reflect in its financial records all monetary transactions between it and the Member or any other subsidiary or Affiliate of the Member or any other Person; (xiii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing or a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (xiv) maintain an arm’s length relationship with its Affiliates and the Member and correct any known misunderstanding regarding its separate identity; and (xiii) maintain adequate capital in light of its contemplated business operations. Failure to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity. (b) The Company shall not: (i) commingle assets with those of any other entity; (xvii) not guarantee or become obligated for the debts of any other entity or hold out its credit or assets as being available to satisfy the obligations of others; (xviiii) use separate stationery and checks bearing acquire obligations or securities of its own name and conduct members (other than in the ordinary course of its own business in its own name;business); and (xviiiv) except as contemplated by the Securitization Documents, not pledge its assets for the benefit of, of any other entity or make any loans or advances to, to any entity (other Person; (xviii) maintain adequate capital than in light the ordinary course of its contemplated business purpose, transactions and liabilities, provided, however, business). Failure to comply with any of the foregoing covenants shall not require affect the Member to make any additional capital contributions to the Company; and (xix) cause the Directors, Officers, agents and other representatives status of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Companyas a separate legal entity.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) have its own business office (which, however, may be within the premises of the Member) at which Borrower will be maintained its own separate a limited liability company books whose primary activities are restricted, unless the Administrator consents in writing otherwise (which consent may be withheld for any reason) to the following: (A) to acquire, own, hold, sell, service, transfer or pledge, or otherwise dispose of, interests in and records;servicing responsibilities with respect to, accounts, chattel paper, general intangibles, instruments and other financial assets (“Assets”), and any related contracts, collateral or agreements (“Related Property”); (B) to purchase or otherwise acquire obligations issued or guaranteed by the United States or any agency or instrumentality thereof, certificates of deposit issued by commercial banks, commercial paper and similar instruments and obligations; (C) to enter into agreements and arrangements with persons or entities, or undertaking such activities, as may be necessary or convenient to acquire, own, hold, sell, service, transfer or pledge, or otherwise dispose of Assets and Related Property; and (D) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the Law of the State of Delaware that are incidental to and necessary or convenient for the accomplishment of the foregoing purposes. (ii) observe all requirements Not less than one member of Borrower’s Board of Directors (the “Independent Director”) shall be an individual who is not, and during the past five (5) years has not been, a director, officer, employee or 5% beneficial owner of the Actoutstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Baldor or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the Certificate capacity of Formation an “independent director” or similar capacity for special purpose entities formed by Baldor or any of its Affiliates. The formation documents of Borrower shall provide that (A) the Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Borrower unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, and this Agreement(B) such provision cannot be amended without the prior written consent of the Independent Director; (iii) compensate all consultants and agents directlyAny employee, consultant or agent of Borrower will be compensated from its own bank accountfunds of Borrower, as appropriate, for services provided to it by such consultants and agents and pay its own liabilities and expenses only out of its own fundsBorrower; (iv) pay Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the salaries of its own employeesextent, if any, that Borrower and maintain any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a sufficient number basis reasonably related to the actual use or the value of employees in light of its contemplated business obligationsservices rendered; (v) readily identify Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Agreement or otherwise consented to by Administrator and allocate any sharing of overhead expenses between the Company and the MemberLender; (vi) preserve its limited liability company form Borrower’s books and hold itself out to the public and all other Persons as a separate legal entity separate and distinct from the Member and all other Persons; (vii) strictly observe and maintain separate financial records and separate financial statements which are and will continue to be maintained to reflect its assets and liabilities which will be subject to audit by independent public accountants; (viii) declare and pay all dividends in accordance with law, the provisions of its organic documents, and the provisions of the Securitization Documents; (ix) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified separately from those of the Member or any other Person, including any other subsidiary or Affiliate of the Member; (x) maintain its own bank accounts and books of account and records separate from the Member or any other subsidiary or Affiliate of the Member or any other Person; (xivii) avoid commingling or pooling All audited financial statements of its funds or other any Person that are consolidated to include Borrower will contain detailed notes clearly stating that (A) all of Borrower’s assets or liabilities with those of the Member or any other subsidiary or Affiliate of the Member or any other Personare owned by Borrower, except with respect to the temporary commingling of collections and except with respect to the Member’s retention of certain books and records of the Company and except to the extent that the provisions of the Securitization Documents permit such commingling(B) Borrower is a separate legal entity; (xiiviii) properly reflect Borrower’s assets will be maintained in its financial records all monetary transactions between it a manner that facilitates their identification and the Member or any other subsidiary or Affiliate segregation from those of the Member or any other Person; (xiiiix) file Borrower will strictly observe limited liability company formalities in its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing or a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayerdealings with all other Persons, and pay any taxes so required to funds or other assets of Borrower will not be paid under applicable law; (xiv) maintain an arm’s length relationship commingled with its Affiliates and the Member and correct any known misunderstanding regarding its separate identity; (xv) not hold out its credit or assets as being available to satisfy the obligations those of others; (xvi) use separate stationery and checks bearing its own name and conduct its own business in its own name; (xvii) except as contemplated by the Securitization Documents, not pledge its assets for the benefit of, or make any loans or advances to, any other Person; (xviiix) maintain adequate capital in light of its contemplated business purposeBorrower shall not, transactions and liabilitiesdirectly or indirectly, providedbe named or enter into an agreement to be named, howeveras a direct or contingent beneficiary or loss payee, the foregoing shall not require the Member under any insurance policy with respect to make any additional capital contributions amounts payable due to the Companyoccurrences or events related to any other Person; and (xixxi) cause Any Person that renders or otherwise furnishes services to Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Borrower will not hold itself out to be responsible for the Directors, Officers, agents debts of any other Person or the decisions or actions respecting the daily business and affairs of any other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the CompanyPerson.

Separate Legal Entity. The Issuer hereby acknowledges Notwithstanding anything to the contrary in this Agreement or in any other document governing the Company, the Company shall be operated in such a manner that it would not be substantively consolidated in the Trustee estate of any Person in the event of a bankruptcy or insolvency of such Person and in such regard, the Noteholders are entering into Company shall: (a) at all times have at least one Independent Manager whose consent shall be required for the transactions contemplated by this Base Indenture and Company to take any Material Action (as hereinafter defined); (b) not become involved in the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from day-to-day management of any other Person. Therefore; (c) conduct all business correspondence of the Company and other communication in the Company’s own name, from on its own stationery, through separately listed telephone and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as facsimile numbers and a separate legal entity email address and through its own authorized officers and/or agents; (d) make all investments to make be made by it apparent solely in its own name; (e) not commingle any of its assets with the assets of the Managing Member or with those of any other Person and maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions, except to third Persons that the Issuer is an entity extent, if any, permitted by any of the Transaction Documents; (f) maintain (i) its company records and books of account and its financial and accounting books and records in compliance with assets and liabilities distinct generally accepted accounting principles, separate from those of the Managing Member or from those of any other PersonPerson and (ii) maintain separate financial statements, showing its assets and is liabilities separate and apart from those of any other Person and not a division have its assets listed on any financial statement of any other Person. Without limiting ; provided, however, that the generality Company’s assets and liabilities may be included in a consolidated financial statement of its Affiliates provided that the separateness of the foregoing Company from such Affiliate and that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate is disclosed by such Affiliate within all public filings that contain such consolidated financial statements; (g) pay solely from its own assets all obligations, liabilities and indebtedness of any kind incurred by the Company, and not pay, assume or guarantee from its assets any obligations, liabilities or indebtedness of the Managing Member or any other Person or hold itself or its credit out as being available to satisfy the obligations of the Managing Member or any other Person, except to the extent permitted by any of the Transaction Documents in addition to and consistent connection with the covenant SPV Merger, provided, that the Company may reimburse the Managing Member for the Company’s fair and reasonable allocable portion of shared expenses with the Managing Member in furtherance of the stated purposes of the Company as set forth hereinin Section 1.3 of this Agreement, provided, further, that the Issuer Company may enter into an employment-sharing agreement with the Managing Member whereby the Company may jointly employ any officer or employee of the Managing Member and the Company, and the Managing Member will pay its fair and reasonable allocable portion of the salaries of and the expenses related to providing benefits to such officers and other employees for such joint employment; (h) not engage in transactions with any other Person except as expressly set forth in this Agreement or the Transaction Documents and matters necessarily incident thereto and shall take such actions as shall be required in order that:observe all necessary, appropriate and customary limited liability company formalities; (i) have at all times maintain and conduct its own business from an office (whichor offices separate and apart from those of the Managing Member, however, may be provided to the extent that such office or offices are located within the premises office or offices of the MemberManaging Member or its Affiliates, (i) at which the Company shall pay fair market rent and its fair share of any overhead costs with respect to such office or offices and (ii) such office or offices will be maintained its own separate limited liability company books and recordsconspicuously identified as the Company’s office so it can be easily located by outsiders; (iij) observe all requirements of not enter into any transaction with any Affiliate, other than those transactions expressly contemplated by this Agreement or the Act, the Certificate of Formation and this AgreementTransaction Documents or which have been entered into only on an arm’s length basis; (iiik) compensate all consultants prepare separate tax returns and agents directlyfinancial statements, from its own bank accountor if the Company is part of a consolidated group, for services provided to it by be shown as a separate member of such consultants and agents and pay its own liabilities and expenses only out of its own fundsgroup; (ivl) pay the salaries of its own employees, if any, transact all business with Affiliates on an arm’s length basis and pursuant to enforceable agreements; (m) maintain a sufficient number of employees in light of or duly compensated agents to run its contemplated business obligationsand operations (which employees need not be full-time employees) and compensate its employees (if any) and agents from its own available funds for services provided to it. In the event employees of the Company participate in pension, insurance and other benefit plans of the Managing Member or any Affiliate thereof, the Company will on a current basis reimburse the Managing Member or the relevant Affiliate, as the case may be, for its pro rata share of the costs thereof; (vn) readily identify and allocate not acquire obligations or securities of the Managing Member or, except as otherwise provided in the Transaction Documents, pledge its assets for the benefit of any sharing of overhead expenses between the Company and the Memberother Person; (vio) preserve its limited liability company form and hold itself out to except as permitted by the public and all other Persons as a separate legal entity separate and distinct from Transaction Documents in connection with the Member and all other Persons; (vii) strictly observe and maintain separate financial records and separate financial statements which are and will continue to be maintained to reflect its assets and SPV Merger, not assume or guaranty any liabilities which will be subject to audit by independent public accountants; (viii) declare and pay all dividends in accordance with law, the provisions of its organic documents, and the provisions of the Securitization Documents; (ix) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified from those of the Member or any other Person, including any other subsidiary or Affiliate of the Member; (x) maintain its own bank accounts and books of account and records separate from the Member or any other subsidiary or Affiliate of the Managing Member or any other Person; (xip) avoid commingling hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or pooling part of its funds or other assets or liabilities with those of the Member or any other subsidiary or Person. The Company will engage in transactions solely in its own name and through its own authorized officers and agents. Except to the extent provided in the Loan and Security Agreement, no Affiliate of the Member or any other Person, except with respect to the temporary commingling of collections and except with respect to the Member’s retention of certain books and records Company will be appointed as an agent of the Company and except to the extent that the provisions of the Securitization Documents permit such comminglingCompany; (xiiq) properly reflect in its financial records all monetary transactions between it and the Member or any other subsidiary or Affiliate of the Member or any other Person; (xiii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing or a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (xiv) maintain an arm’s length relationship with its Affiliates and the Member and promptly correct any known misunderstanding regarding its separate identity;; and (xv) not hold out its credit or assets as being available to satisfy the obligations of others; (xvi) use separate stationery and checks bearing its own name and conduct its own business in its own name; (xvii) except as contemplated by the Securitization Documents, not pledge its assets for the benefit of, or make any loans or advances to, any other Person; (xviiir) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, operations (provided, however, the foregoing shall not require the Managing Member to make any additional capital contributions to the Company; and (xix) cause and not engage in any transaction with any of its Affiliates involving any intent to hinder, delay or defraud any Person. Failure of the DirectorsCompany, Officersor the Managing Member on behalf of the Company, agents and to comply with any of the foregoing covenants or any other representatives covenants contained in this Agreement shall not affect the status of the Company to act at all times with respect to as a separate legal entity or the Company consistently and in furtherance limited liability of the foregoing and in Managing Member or the best interests of the CompanyIndependent Manager.

Separate Legal Entity. 11.1.1 The Issuer hereby acknowledges that Company shall respect and appropriately document the Trustee separate and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity independent nature of its activities, as a legal entity separate from compared with those of any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s its identity as a separate legal entity entity, and to make it apparent to third Persons that the Issuer Company is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinforegoing, the Issuer shall take such actions as shall be required in order that: Company shall: (i) have its own business office (which, however, may pay or cause to be within the premises of the Member) at which will be maintained its own separate limited liability company books and records; (ii) observe all requirements of the Act, the Certificate of Formation and this Agreement; (iii) compensate all consultants and agents directly, from its own bank account, for services provided to it by such consultants and agents and pay paid its own liabilities and expenses only out of its own funds; (iv) pay expenses, including the salaries of its own employees, only out of its own funds and assets; (ii) observe or cause to be observed all applicable limited liability company formalities, including, without limitation, requiring its Members and officers, if any, to duly authorize all actions of the Company to the extent required by New York law; (iii) allocate or cause to be allocated fairly and reasonably any overhead for any office space shared with an Affiliate or any other Person and services performed by any employee of any Affiliate or other Person; (iv) use separate stationery, invoices, business forms and checks bearing its own name (or a name franchised or licensed to it by an entity other than an Affiliate of the Company); (v) maintain or cause to be maintained correct and complete accounts, books, records, financial statements, accounting records, and other entity documents separate from any other Person and file its own separate tax returns, except when consolidated or combined tax returns are required or permitted by applicable law; (vi) hold its assets in its own name; (vii) conduct its business, enter into contracts and transactions and otherwise act in its own name in a manner designed to inform third parties of the identity of the entity with which they are dealing; (viii) maintain arm's length relationships with each of its Affiliates and enter into transactions with its Affiliates only on commercially reasonable terms; (ix) hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or department of any other Person; (x) correct any known misunderstanding regarding its name or separate identity; (xi) remain qualified to do business under the laws of the state of its formation; (xii) remain solvent and maintain adequate capital for the normal obligations reasonably foreseeable in a sufficient number business of employees its size and character and in light of its contemplated business obligations; operations; (vxiii) readily identify maintain separate from any other Person its books, records, resolutions and allocate any sharing of overhead expenses between the Company and the Member; agreements as official records; (vixiv) preserve its limited liability company form and hold itself out to the public and all other Persons as a separate legal entity separate and distinct from the Member and all other Persons; (vii) strictly observe and maintain separate financial records and separate financial statements which are and will continue to be maintained to reflect statements, showing its assets and liabilities which will be subject to audit by independent public accountants; (viii) declare separate and pay all dividends in accordance with law, the provisions of its organic documents, and the provisions of the Securitization Documents; (ix) maintain its assets and liabilities in such a manner that its individual assets and liabilities can be readily and inexpensively identified apart from those of the Member or any other Person, including any other subsidiary or Affiliate Person and not have its assets listed on the financial statements of the Member; (x) maintain its own bank accounts and books of account and records separate from the Member or any other subsidiary or Affiliate of the Member or any other Person; (xi) avoid commingling or pooling of its funds or other assets or liabilities with those of the Member or any other subsidiary or Affiliate of the Member or any other Person, except with respect to as required by generally accepted accounting principles; provided, however, that any such consolidated financial statements shall contain a note indicating that the temporary commingling of collections separate assets and except with respect to the Member’s retention of certain books and records liabilities of the Company have been consolidated therein and that the Company has separate financial statements; (xv) enter into contracts and other transactions only to the extent that the Company intends to be responsible or liable for such contract or other transaction and in a manner designed to inform the other party or parties thereto of the identity of the entity that is responsible and liable therefor; (xvi) cause its financial statements to contain a note describing the transactions contemplated by the Loan Documents and to state that, except to the extent that the provisions Company may make distributions to its owners permitted by the Loan Documents, the Company's assets are not available to pay the creditors of the Securitization Documents permit such commingling; (xii) properly reflect in its financial records all monetary transactions between it and the Member or any other subsidiary or Affiliate of the Member Company; (xvii) use solely its own name for purposes of obtaining any required governmental registrations, licenses, and permits necessary to the conduct of its business; (xviii) maintain its bank account or bank accounts in its own name, separate and apart from any bank account or cash concentration account or system of any other Person;; and (xix) cause any consolidated financial statements that include the Company's assets to state expressly that the assets of the Company are not available to pay the creditors of any other Person. Failure to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity. 11.1.2 The Company shall not: (xiiii) file its own tax returns, if any, as may be required under applicable law, any property other than incidental personal property necessary for or relating to the extent purpose of the Company; (1ii) not part engage in any activity other than activity authorized by this Agreement; (iii) commingle or permit to be commingled its assets with those of a consolidated group filing any other Person; (iv) identify the Members or a consolidated return or returns or (2) not treated any of their Affiliates as a division or part of it; (v) pledge its assets for tax purposes the benefit of another taxpayerany other Person; (vi) assume, and pay any taxes so required to be paid under applicable law; (xiv) maintain an arm’s length relationship with its Affiliates and guaranty or become obligated for the Member and correct any known misunderstanding regarding its separate identity; (xv) not debts of or hold out its assets or credit or assets as being available to satisfy the obligations of others; any other Person; (xvivii) use separate stationery and checks bearing acquire obligations or securities of any of its own name and conduct Affiliates or owners, including its own business in its own name; partners; (xviiviii) except as contemplated by the Securitization Documentsaccept any loans from any other Person, not pledge its assets for the benefit of, or make any loans or advances to, to any other Person; Person or buy or hold evidences of indebtedness issued by any other Person (xviiiother than cash or investment grade secunties); (ix) maintain adequate capital incur any indebtedness other than liabilities incurred in light the ordinary course of its contemplated business purpose, transactions and liabilities, provided, however, the foregoing shall not require the Member to make any additional capital contributions relating to the Company's purpose; and (xixx) cause enter into or be a party to any transaction with its Members or Affiliates except in the Directorsordinary course of its business when the transaction has legitimate business purposes for all parties and is on terms which are commercially reasonable and are no less favorable to it and to its Members or Affiliates, Officersas the case may be, agents than would be obtained in a comparable arms-length transaction with an unrelated third party; (xi) take any action not authorized by the Managing Member pursuant to this Agreement; (xii) have any obligation to indemnify the Members, unless such an obligation is fully subordinated to the Loan and other representatives will not constitute a claim against it in the event that cash flow in excess of the Company amount required to act at all times with respect pay the Loan is insufficient to the Company consistently pay that obligation; (xiii) transfer any assets without fair consideration and in furtherance of the foregoing and in the best interests of the Company.proper documentation;