ADVANCES TO ANY
OTHER PERSON, AND SHALL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ANY MEMBER OR
ANY AFFILIATE OF ANY MEMBER (OTHER THAN IN CONNECTION WITH THE ACQUISITION OF
THE PURCHASED SECURITIES) OR ANY OTHER PERSON.
(K)
IT WILL MAINTAIN ADEQUATE CAPITAL FOR THE NORMAL OBLIGATIONS
REASONABLY FORESEEABLE IN A BUSINESS OF ITS SIZE AND CHARACTER AND IN LIGHT OF
ITS CONTEMPLATED BUSINESS OPERATIONS.
(L)
IT SHALL NOT SEEK ITS DISSOLUTION, LIQUIDATION OR WINDING UP, IN
WHOLE OR IN PART, OR SUFFER ANY CHANGE OF CONTROL, CONSOLIDATION OR MERGER WITH
RESPECT TO SELLER.
(M)
IT WILL NOT COMMINGLE ITS FUNDS AND OTHER ASSETS WITH THOSE OF ANY
OF ITS AFFILIATES OR ANY OTHER PERSON.
(N)
IT HAS MAINTAINED AND WILL 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 OF ITS AFFILIATES OR ANY OTHER PERSON.
(O)
IT HAS NOT HELD AND WILL NOT HOLD ITSELF OUT TO BE RESPONSIBLE FOR
THE DEBTS OR OBLIGATIONS OF ANY OTHER PERSON.
(P)
THE SELLER SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS: (I) PERMIT
ITS SHAREHOLDERS TO DISSOLVE OR LIQUIDATE THE SELLER, IN WHOLE OR IN PART; (II)
CONSOLIDATE OR MERGE WITH OR INTO ANY OTHER ENTITY (WHERE SUCH MEMBER IS NOT THE
SURVIVING ENTITY) OR CONVEY OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTIES AND ASSETS TO ANY ENTITY; OR (III) INSTITUTE ANY PROCEEDING TO BE
ADJUDICATED AS BANKRUPT OR INSOLVENT, OR CONSENT TO THE INSTITUTION OF
BANKRUPTCY OR INSOLVENCY PROCEEDINGS AGAINST IT, OR FILE A PETITION OR ANSWER OR
CONSENT SEEKING REORGANIZATION OR RELIEF UNDER THE BANKRUPTCY CODE, OR EFFECT
ANY SIMILAR PROCEDURE UNDER ANY SIMILAR LAW, OR CONSENT TO THE FILING OF ANY
SUCH PETITION OR TO THE APPOINTMENT OF A RECEIVER, REHABILITATOR, CONSERVATOR,
LIQUIDATOR, ASSIGNEE, TRUSTEE OR SEQUESTRATOR (OR OTHER SIMILAR OFFICIAL) OF THE
SELLER OR OF ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR
LIQUIDATION OF ITS AFFAIRS, OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS,
OR ADMIT IN WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE,
OR TAKE ANY ACTION IN FURTHERANCE OF ANY OF THE FOREGOING.
32
(Q)
IT HAS NO LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN THOSE
NORMAL AND INCIDENTAL TO THE ACQUISITION, OWNERSHIP, FINANCING AND DISPOSITION
OF PURCHASED SECURITIES.
(R)
IT HAS CONDUCTED AND SHALL CONDUCT ITS BUSINESS CONSISTENT WITH
THE REQUIREMENTS OF BEING A SINGLE-PURPOSE ENTITY.
(S)
IT SHALL NOT MAINTAIN ANY EMPLOYEES.
14.
EVENTS OF DEFAULT; REMEDIES
After the occurrence and during the continuance of an Event of Default, Seller
hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying
out the provisions of this Agreement and taking any action and executing or
endorsing any instruments that Buyer may deem necessary or advisable to
accomplish the purposes hereof, which appointment as attorney-in-fact is
irrevocable and coupled with an interest.
In the event that:
(I)
SELLER FAILS TO REPURCHASE OR BUYER