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 THE COMPANY
FROM SUCH AFFILIATE AND TO INDICATE THAT THE COMPANY'S ASSETS AND CREDIT ARE NOT
AVAILABLE TO SATISFY THE DEBTS AND OTHER OBLIGATIONS OF SUCH AFFILIATE OR ANY
OTHER PERSON AND (B) SUCH ASSETS SHALL ALSO BE LISTED ON THE COMPANY'S OWN
SEPARATE BALANCE SHEETS;
(3)
AT ALL TIMES HOLD ITSELF OUT TO THE PUBLIC AND ALL OTHER PERSONS
AS A LEGAL ENTITY SEPARATE FROM ITS MEMBERS AND FROM ANY OTHER PERSON (INCLUDING
ANY AFFILIATE);
(4)
CONDUCT ITS BUSINESS ONLY IN ITS OWN NAME AND 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 (OTHER THAN "NOVA
BIOFUELS SENECA") AND NOT SHARE ANY COMMON LOGO WITH ANY AFFILIATE;
(6)
CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS SEPARATE IDENTITY
AND NOT IDENTIFY ITSELF AS A DEPARTMENT OR DIVISION OF ANY OTHER PERSON;
(7)
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
4
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 FINANCING DOCUMENTS);
(10)
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 PERSON;
(11)
PAY ITS OWN LIABILITIES AND 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 COMPANY
EXCEPT ON COMMERCIALLY REASONABLE TERMS SIMILAR TO THOSE AVAILABLE TO
UNAFFILIATED PARTIES IN AN ARM'S-LENGTH TRANSACTION, OTHER THAN CAPITAL
CONTRIBUTIONS OR CAPITAL DISTRIBUTIONS PERMITTED UNDER THE TERMS AND CONDITIONS
OF THE CREDIT AGREEMENT;
(15)
USE SEPARATE STATIONERY, INVOICES AND CHECKS BEARING ITS OWN NAME;
(16)
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