definiens: means, as such term applies to the Company, a Person that ( i ) does not engageat any time in any business or business activity other than any business or business activity consisting of ( orreasonably incidental to ) the performance of its obligations or the exercise of its rights under or in connectionwith the Transaction Documents and the Receivables Transaction Documents and, prior to the Closing, theLoan Documents, ( ii ) owns no assets other than those required for or reasonably related to the conduct of anysuch business or business activity, including11its books and records, deposit accounts maintained pursuant to the Existing Escrow Agreement, cash and theCollateral ( as defined in the Company Security Agreement ), ( iii ) maintains its own separate books and recordsand its own accounts, in each case which are separate and apart from the books and records and accounts ofany other Person, ( iv ) holds itself out as being a Person, separate and apart from any other Person, except thatthe Company is a disregarded entity for U.S. federal tax purposes, ( v ) does not commingle its assets orproperties with those of any other Person, ( vi ) conducts its own business in its own name, ( vii ) prepares andmaintains separate financial statements, ( viii ) pays its own liabilities out of its own funds, ( ix ) observes alllimited liability company formalities, ( x ) maintains an arm’s - length relationship with Parent and its otherAffiliates, ( xi ) pays the salaries of its own employees, if any, and does so with its own funds, ( xii ) does notGuarantee or otherwise obligate itself with respect to the Indebtedness or other Liabilities of any other Personor hold out its credit as being available to satisfy the Indebtedness or other Liabilities of any other Person, ( xiii)does not own, have any interest in or acquire Indebtedness, Equity Interests or other securities of its member orany other Person, ( xiv ) allocates fairly and reasonably any overhead for any shared office space, ( xv ) usesseparate stationery, invoices, and checks, ( xvi ) does not pledge its assets or properties for the benefit of anyother Person or make any loans or advances to any other Person, ( xvii ) does and will correct any knownmisunderstanding regarding its separate identity, and ( xviii ) maintains adequate capital in light of itscontemplated business operations