Common use of Separateness Provisions Clause in Contracts

Separateness Provisions. (a) So long as STORE Capital or an Affiliate of the Issuers is the Property Manager, the Property Manager shall at all times take all steps necessary and appropriate to maintain its own separateness from each Issuer, and maintain the separateness of all Affiliates of the Property Manager and other properties that the Property Manager manages from the Issuers and from the Properties and Mortgage Loans. Without limiting the foregoing: (i) the Property Manager will not hold its credit out as available to pay or support (as guarantor or otherwise) any of the Issuers’ obligations and it will not pay any such Issuer’s obligations or expenses from the Property Manager’s funds (other than expenses or advances required by this Agreement to be made by the Property Manager), (ii) the Property Manager will not make any loans to or borrow any funds from any Issuer (except as provided in clause (i) above), (iii) the Property Manager will not permit the Issuers’ assets to be included in or consolidated within the Property Manager’s financial statements without including a note indicating that the assets and credit of the Issuers are not available to pay the debts of the Property Manager and that its liabilities do not constitute obligations of any Issuer. Notwithstanding the foregoing, the Property Manager or its Affiliates may make capital contributions, on a non-regular basis, to any of the Issuers. (b) Notwithstanding any provisions to the contrary contained in the Agreement and so long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager agrees that each Issuer is a “single purpose entity” and that each Issuer must maintain such status so long as the Notes remain outstanding as set forth in such Issuer’s organizational documents. Accordingly, the Property Manager shall: (i) hold itself out to the public as the ultimate parent of each Issuer, legally distinct from such Issuer, and shall conduct its duties and obligations on behalf of such Issuer in its own name and shall correct any known misunderstanding regarding its separate identity from such Issuer, and shall not identify itself as a department or division of such Issuer or such Issuer as a division or department of the Property Manager; (ii) in the management, servicing and administration of the Properties, Leases and Mortgage Loans, use the related Issuer’s separate stationery, invoices or checks for letters, invoices or checks to be signed by such Issuer; and (iii) shall pay each Issuer’s liabilities solely from such Issuer’s funds (except that the Property Manager shall make all Advances required to be made by the Property Manager by this Agreement). (c) So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall bring any legal proceedings to collect rent, principal or interest or other income from the Properties and Mortgage Loans, or to oust or dispossess a Tenant or other Person from a Property or foreclose on a Mortgage Loan, only in the name of the related Issuer and at such Issuer’s expense. (d) So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall submit Leases and Mortgage Loans, service contracts and other contracts, including amendments thereto, to the related Issuer for execution by such Issuer. So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall not bind any Issuer in respect of any term or condition of any such Lease, Mortgage Loan or contract except in Leases, Mortgage Loans or other contracts that are executed by the applicable Issuer.

Separateness Provisions. (a) So long as STORE Capital AF Properties or an Affiliate of the Issuers is the Property Manager, the Property Manager shall at all times take all steps necessary and appropriate to maintain its own separateness from each Issuer, and maintain the separateness of all Affiliates of the Property Manager and other properties that the Property Manager manages from the Issuers and from the Properties and Mortgage LoansProperties. Without limiting the foregoing: (i) the Property Manager will not hold its credit out as available to pay or support (as guarantor or otherwise) any of the Issuers’ obligations and it will not pay any such Issuer’s obligations or expenses from the Property Manager’s funds (other than expenses or advances required by this Agreement to be made by the Property Manager), (ii) the Property Manager will not make any loans to or borrow any funds from any Issuer (except as provided in clause (i) above), (iii) the Property Manager will not permit the Issuers’ assets to be included in or consolidated within the Property Manager’s financial statements without including a note indicating that the assets and credit of the Issuers are not available to pay the debts of the Property Manager and that its liabilities do not constitute obligations of any Issuer. Notwithstanding the foregoing, the Property Manager or its Affiliates may make capital contributions, on a non-regular basis, to any of the Issuers. (b) Notwithstanding any provisions to the contrary contained in the Agreement and so long as STORE Capital AF Properties or an Affiliate of any Issuer is the Property Manager, the Property Manager agrees that each Issuer is a “single purpose entity” and that each Issuer must maintain such status so long as the Notes remain outstanding as set forth in such Issuer’s organizational documents. Accordingly, the Property Manager shall: (i) hold itself out to the public as the ultimate parent of each Issuer, legally distinct from such Issuer, and shall conduct its duties and obligations on behalf of such Issuer in its own name and shall correct any known misunderstanding regarding its separate identity from such Issuer, and shall not identify itself as a department or division of such Issuer or such Issuer as a division or department of the Property Manager; (ii) in the management, servicing and administration of the Properties, Leases Properties and Mortgage LoansLeases, use the related Issuer’s separate stationery, invoices or checks for letters, invoices or checks to be signed by such Issuer; and (iii) shall pay each Issuer’s liabilities solely from such Issuer’s funds (except that the Property Manager shall make all Advances required to be made by the Property Manager by this Agreement). (c) So long as STORE Capital AF Properties or an Affiliate of any Issuer is the Property Manager, the Property Manager shall bring any legal proceedings to collect rent, principal or interest rent or other income from the Properties and Mortgage LoansProperties, or to oust or dispossess a Tenant or other Person from a Property or foreclose on a Mortgage LoanProperty, only in the name of the related Issuer and at such Issuer’s expense. (d) So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall submit Leases and Mortgage Loans, service contracts and other contracts, including amendments thereto, to the related Issuer for execution by such Issuer. So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall not bind any Issuer in respect of any term or condition of any such Lease, Mortgage Loan or contract except in Leases, Mortgage Loans or other contracts that are executed by the applicable Issuer.

Separateness Provisions. (a) So long as STORE Capital the Company or an Affiliate of the Issuers Borrowers is the Property Manager, the Property Manager shall at all times take all steps necessary and appropriate to maintain its own separateness from each IssuerBorrower, and maintain the separateness of all Affiliates of the Property Manager and other properties that the Property Manager manages from the Issuers Borrowers and from the Properties and Mortgage Loans. Without limiting the foregoing: (i) the Property Manager will not hold its credit out as available to pay or support (as guarantor or otherwise) any of the IssuersBorrowers’ obligations and it will not pay any such IssuerBorrower’s obligations or expenses from the Property Manager’s funds (other than expenses or advances required by this Agreement to be made by the Property Manager), (ii) the Property Manager will not make any loans to or borrow any funds from any Issuer Borrower (except as provided in clause (i) above), (iii) the Property Manager will not permit the IssuersBorrowers’ assets to be included in or consolidated within the Property Manager’s financial statements without including a note indicating that the assets and credit of the Issuers Borrowers are not available to pay the debts of the Property Manager and that its liabilities do not constitute obligations of any IssuerBorrower. Notwithstanding the foregoing, the Property Manager or its Affiliates may make capital contributions, on a non-regular basis, to any of the IssuersBorrowers. (b) Notwithstanding any provisions to the contrary contained in the Agreement and so long as STORE Capital the Company or an Affiliate of any Issuer Borrower is the Property Manager, the Property Manager agrees that each Issuer Borrower is a “single purpose entity” and that each Issuer Borrower must maintain such status so long as the Notes remain Loan remains outstanding as set forth in such IssuerBorrower’s organizational documents. Accordingly, the Property Manager shall: (i) hold itself out to the public as the ultimate parent of each IssuerBorrower, legally distinct from such IssuerBorrower, and shall conduct its duties and obligations on behalf of such Issuer Borrower in its own name and shall correct any known misunderstanding regarding its separate identity from such IssuerBorrower, and shall not identify itself as a department or division of such Issuer Borrower or such Issuer Borrower as a division or department of the Property Manager; (ii) in the management, servicing and administration of the Properties, Leases and Mortgage Loans, use the related IssuerBorrower’s separate stationery, invoices or checks for letters, invoices or checks to be signed by such IssuerBorrower; and (iii) shall pay each IssuerBorrower’s liabilities solely from such Issuer▇▇▇▇▇▇▇▇’s funds (except that the Property Manager shall make all Advances required to be made by the Property Manager by this Agreement). (c) So long as STORE Capital the Company or an Affiliate of any Issuer Borrower is the Property Manager, the Property Manager shall bring any legal proceedings to collect rent, principal or interest or other income from the Properties and Mortgage Loans, or to oust or dispossess a Tenant or other Person from a Property or foreclose on a Mortgage Loan, only in the name of the related Issuer Borrower and at such IssuerBorrower’s expense. (d) So long as STORE Capital the Company or an Affiliate of any Issuer Borrower is the Property Manager, the Property Manager shall submit Leases and Mortgage Loans, service contracts and other contracts, including amendments thereto, to the related Issuer Borrower for execution by such IssuerBorrower. So long as STORE Capital the Company or an Affiliate of any Issuer Borrower is the Property Manager, the Property Manager shall not bind any Issuer Borrower in respect of any term or condition of any such Lease, Mortgage Loan or contract except in Leases, Mortgage Loans or other contracts that are executed by the applicable IssuerBorrower.

Separateness Provisions. (a) So long as STORE Capital or an Affiliate of the Issuers is the Property Managerany Obligation remains outstanding, the Property Manager board of directors shall at all times take all steps necessary cause the Company, and appropriate to the Company shall: (1) maintain full and complete financial records in accordance with generally accepted accounting principles and maintain its own separateness books, records and bank accounts as official records separate from each Issuerthose of any other Person; (2) maintain separate financial statements, showing its assets and maintain liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that the Company’s assets may be included in a consolidated financial statement of its Affiliate provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of all Affiliates of the Property Manager Company from such Affiliate and other properties to indicate that the Property Manager manages from the Issuers and from the Properties and Mortgage Loans. Without limiting the foregoing: (i) the Property Manager will not hold its credit out as available to pay or support (as guarantor or otherwise) any of the Issuers’ obligations and it will not pay any such IssuerCompany’s obligations or expenses from the Property Manager’s funds (other than expenses or advances required by this Agreement to be made by the Property Manager), (ii) the Property Manager will not make any loans to or borrow any funds from any Issuer (except as provided in clause (i) above), (iii) the Property Manager will not permit the Issuers’ assets to be included in or consolidated within the Property Manager’s financial statements without including a note indicating that the assets and credit of the Issuers are not available to pay satisfy the debts of the Property Manager and that its liabilities do not constitute other obligations of such Affiliate or any Issuer. Notwithstanding other Person and (B) such assets shall also be listed on the foregoing, the Property Manager or its Affiliates may make capital contributions, on a non-regular basis, to any of the Issuers.Company’s own separate balance sheets; (b3) Notwithstanding any provisions to the contrary contained in the Agreement and so long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager agrees that each Issuer is a “single purpose entity” and that each Issuer must maintain such status so long as the Notes remain outstanding as set forth in such Issuer’s organizational documents. Accordingly, the Property Manager shall: (i) at all times hold itself out to the public and all other Persons as the ultimate parent of each Issuer, legally distinct a legal entity separate from such Issuer, its members and shall from any other Person (including any Affiliate); (4) conduct its duties and obligations on behalf of such Issuer business only in its own name and shall strictly comply with all organizational formalities to maintain its separate existence, including maintaining its own records, books, resolutions and other entity documents; (5) not use any trade names, fictitious names, assumed names or “doing business” names that are similar to any used by any Affiliate and not share any common logo with any Affiliate; (6) correct any known misunderstanding regarding its separate identity from such Issuer, and shall not identify itself as a department or division of such Issuer or such Issuer as a division or department of the Property Managerany other Person; (ii7) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person; (8) file its own tax returns separate from those of any other Person (except to the extent that the Company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law) and pay any taxes required to be paid under applicable law; (9) not commingle its assets with assets of any other Person (including not participating in any cash management system with any Person) and hold its own assets in its own name (except to the extent otherwise provided in the managementFinancing Documents); (10) maintain its assets in such a manner that it will not be costly or difficult to segregate, servicing ascertain or identify its individual assets from those of any Person; (11) pay its own liabilities and administration expenses only out of its own funds; (12) not share with any other Person any expenses for personnel, overhead or office space; (13) pay the salaries of its own employees, if any, only from its own funds; (14) not enter into any transaction with any Affiliate of the PropertiesCompany except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, Leases other than capital contributions or capital distributions permitted under the terms and Mortgage Loans, conditions of the Credit Agreement; (15) use the related Issuer’s separate stationery, invoices or and checks for letters, invoices or checks to be signed by such Issuer; andbearing its own name; (iii16) shall pay each Issuer’s liabilities solely except for Permitted Liens, not pledge its assets for the benefit of any other Person; (17) not make loans or advances to any Person or buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or to employees for business expenses incurred in the ordinary course of business); (18) not assume or guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person; (19) be solvent and maintain adequate capital and a sufficient number of employees in light of its contemplated business purpose, transactions and liabilities; (20) not acquire any obligation or securities of any member or any Affiliate of the Company; (21) not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any entity; (22) not become involved in the day-to-day management of any other Person; (23) have a board of directors separate from that or those of its members and any other Person; (24) cause its board of directors to meet at least annually or act pursuant to written consent and keep minutes of such Issuer’s funds meetings and actions and observe all other Georgia limited liability company formalities; (except 25) cause its members, officers, agents and other representatives to act at all times in a manner consistent with and in furtherance of the foregoing and in the best interests of itself; (26) not incur any indebtedness that is not Permitted Indebtedness, as defined in the Property Manager shall make all Advances required Credit Agreement; (27) to be made the extent restricted by the Property Manager by this Agreement). (c) So long as STORE Capital Financing Documents, not amend, alter or an Affiliate change the terms of its Organic Documents in any Issuer is material respect unless the Property ManagerAdministrative Agent consents. Fees pursuant to fee letter dated November 19, the Property Manager shall bring any legal proceedings 2007, addressed to collect rentSouthwest Georgia Ethanol, principal or interest or other income LLC from the Properties and Mortgage LoansM▇▇▇▇▇ ▇▇▇▇▇▇ & Company, or to oust or dispossess a Tenant or other Person from a Property or foreclose on a Mortgage Loan, only in the name Inc. F▇▇▇▇ ▇▇▇ 71.2 % 131,642 56,373 75,269 8,655 9,737 7,530 7,530 5,842 6,621 5,193 4,039 5,842 2,856 2,337 2,741 6,347 0 0 Owner’s Scope 11.7 % 21,619 10,782 10,837 1,246 1,402 1,084 1,084 841 953 748 582 841 411 336 395 914 0 0 Organization & Pre-Production Costs 2.1 % 3,954 1,299 2,655 305 343 266 266 206 234 183 142 206 101 82 97 224 0 0 Rail Cars 0.6 % 1,040 0 1,040 120 135 104 104 81 91 72 56 81 39 32 38 88 0 0 Interest During Construction 4.8 % 8,914 2,111 6,804 73 73 692 73 73 1,208 73 73 1,612 73 73 1,892 816 73 1,583 Cumulative Uses of the related Issuer and at such Issuer’s expense. (d) So long as STORE Capital or an Affiliate Funds 85,598 — 96,004 106,160 115,843 124,906 131,954 141,067 147,340 152,235 160,822 164,305 167,168 172,332 180,726 180,726 184,266 Priority of any Issuer is the Property Manager, the Property Manager shall submit Leases and Mortgage Loans, service contracts and other contracts, including amendments thereto, to the related Issuer for execution by such Issuer. So long as STORE Capital or an Affiliate of any Issuer is the Property Manager, the Property Manager shall not bind any Issuer in respect of any term or condition of any such Lease, Mortgage Funding Available Total Used Cumulative — — 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 Cumulative — — 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 C/T Loan or contract except in Leases, Mortgage Loans or other contracts that are executed by the applicable Issuer.100,000 99,350 10,156 9,682 9,063 7,048 9,113 6,273 4,895 8,587 3,483 2,863 5,164 8,394 0 3,539 Cumulative — — 21,245 30,927 39,990 47,038 56,151 62,424 67,319 75,906 79,389 82,252 87,417 95,811 95,811 99,350 Cumulative 106,160 115,843 124,906 131,954 141,067 147,340 152,235 160,822 164,305 167,168 172,332 180,726 180,726 184,266