ITS BUSINESS.
13.
SINGLE-PURPOSE ENTITY
Seller hereby represents and warrants to Buyer, and covenants with Buyer, that
as of the date hereof and so long as any of the Transaction Documents shall
remain in effect:
(A)
IT IS AND INTENDS TO REMAIN SOLVENT AND IT HAS PAID AND WILL PAY
ITS DEBTS AND LIABILITIES (INCLUDING EMPLOYMENT AND OVERHEAD EXPENSES) FROM ITS
OWN ASSETS AS THE SAME SHALL BECOME DUE.
(B)
IT HAS COMPLIED AND WILL COMPLY WITH THE PROVISIONS OF ITS
ORGANIZATIONAL DOCUMENTS.
(C)
IT HAS DONE OR CAUSED TO BE DONE AND WILL, TO THE EXTENT UNDER ITS
CONTROL, DO ALL THINGS NECESSARY TO OBSERVE CORPORATE FORMALITIES AND TO
PRESERVE ITS EXISTENCE.
(D)
IT HAS MAINTAINED AND WILL MAINTAIN ALL OF ITS BOOKS, RECORDS,
FINANCIAL STATEMENTS AND BANK ACCOUNTS SEPARATE FROM THOSE OF ITS AFFILIATES,
ITS MEMBERS AND ANY OTHER PERSON, AND IT WILL FILE ITS OWN TAX RETURNS, IF ANY,
WHICH ARE REQUIRED BY LAW (EXCEPT TO THE EXTENT CONSOLIDATION IS REQUIRED UNDER
GAAP OR AS A MATTER OF LAW).
(E)
IT HAS BEEN, IS AND WILL BE, AND AT ALL TIMES WILL HOLD ITSELF OUT
TO THE PUBLIC AS, A LEGAL ENTITY SEPARATE AND DISTINCT FROM ANY OTHER ENTITY
(INCLUDING ANY AFFILIATE), SHALL CORRECT ANY KNOWN MISUNDERSTANDING REGARDING
ITS STATUS AS A SEPARATE ENTITY, SHALL CONDUCT BUSINESS IN ITS OWN NAME, SHALL
NOT IDENTIFY ITSELF OR ANY OF ITS AFFILIATES AS A DIVISION OR PART OF THE OTHER,
SHALL MAINTAIN AND UTILIZE SEPARATE STATIONERY, INVOICES AND CHECKS, AND SHALL
PAY TO ANY AFFILIATE THAT INCURS COSTS FOR OFFICE SPACE AND ADMINISTRATIVE
SERVICES THAT IT USES, THE AMOUNT OF SUCH COSTS ALLOCABLE TO ITS USE OF SUCH
OFFICE SPACE AND ADMINISTRATIVE SERVICES.
(F)
IT HAS NOT OWNED AND WILL NOT OWN ANY PROPERTY OR ANY OTHER
ASSETS OTHER THAN PURCHASED SECURITIES, ASSETS OWNED IN CONNECTION WITH
COMPLIANCE UNDER SECTION 4(A) HEREOF, CASH AND ITS INTEREST UNDER ANY ASSOCIATED
HEDGING TRANSACTIONS.
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(G)
IT HAS NOT ENGAGED AND WILL NOT ENGAGE IN ANY BUSINESS OTHER THAN
THE ACQUISITION, OWNERSHIP, FINANCING AND DISPOSITION OF PURCHASED SECURITIES IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE TRANSACTION DOCUMENTS.
(H)
IT HAS NOT ENTERED INTO, AND WILL NOT ENTER INTO, ANY CONTRACT OR
AGREEMENT WITH ANY OF ITS AFFILIATES, EXCEPT UPON TERMS AND CONDITIONS THAT ARE
SUBSTANTIALLY SIMILAR TO THOSE THAT WOULD BE AVAILABLE ON AN ARM'S-LENGTH BASIS
WITH PERSONS OTHER THAN SUCH AFFILIATE.
(I)
IT HAS NOT INCURRED AND WILL NOT INCUR ANY INDEBTEDNESS OR
OBLIGATION, SECURED OR UNSECURED, DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT
(INCLUDING GUARANTEEING ANY OBLIGATION), OTHER THAN (A) OBLIGATIONS UNDER THE
TRANSACTION DOCUMENTS AND (B) UNSECURED TRADE PAYABLES, IN AN AGGREGATE AMOUNT
NOT TO EXCEED $200,000 AT ANY ONE TIME OUTSTANDING, INCURRED IN THE ORDINARY
COURSE OF ACQUIRING, OWNING, FINANCING AND DISPOSING OF PURCHASED SECURITIES;
PROVIDED, HOWEVER, THAT ANY SUCH TRADE PAYABLES INCURRED BY SELLER SHALL BE PAID
WITHIN 60 DAYS OF THE INVOICE DATE.
(J)
IT HAS NOT MADE AND WILL NOT MAKE ANY LOANS OR