ENGAGE IN TRANSACTIONS AND CONDUCT ALL BUSINESS
ACTIVITIES IN ITS OWN NAME AND PRESENT ITSELF TO THE PUBLIC AS A COMPANY
SEPARATE FROM ITS MEMBER(S), SUBSIDIARIES AND ALL OTHER PERSONS (INCLUDING BY
USING ITS OWN SIGNAGE, DISTINCT STATIONERY FOR WRITTEN COMMUNICATIONS AND
DISTINCT LOGOS), (E) MAINTAIN ITS FINANCIAL STATEMENTS, ACCOUNTING RECORDS, AND
OTHER ENTITY DOCUMENTS SEPARATE FROM ANY OTHER PERSON AND SHALL ISSUE AND
APPROVE ITS OWN SEPARATE FINANCIAL STATEMENTS ANNUALLY AND SHALL ENSURE THAT THE
GUARANTOR'S BOOKS AND RECORDS REFLECT THE GUARANTOR'S TRANSACTIONS, PROVIDED,
HOWEVER, THE FINANCIAL POSITION, ASSETS, LIABILITIES, NET WORTH AND OPERATING
RESULTS OF THE GUARANTOR MAY BE INCLUDED IN THE CONSOLIDATED FINANCIAL
STATEMENTS OF ITS AFFILIATES, PROVIDED THAT SUCH CONSOLIDATED FINANCIAL
STATEMENTS CONTAIN A FOOTNOTE INDICATING THAT THE GUARANTOR IS A SEPARATE LEGAL
ENTITY, AND THAT IT MAINTAINS SEPARATE BOOKS AND RECORDS AND THAT IT HAS
SEPARATE ASSETS AND LIABILITIES, (F) PAY ITS OWN OBLIGATIONS AND LIABILITIES OUT
OF ITS FUNDS AND ASSETS AND SHALL NOT PERMIT OTHER PERSONS TO PAY THE
GUARANTOR'S LIABILITIES OR OBLIGATIONS, (G) NOT ENGAGE IN ANY TRANSACTION WITH
ANY AFFILIATE INVOLVING ANY INTENT TO DEFRAUD ANY PERSON, (H) MAINTAIN AN
ARM'S-LENGTH RELATIONSHIP WITH AND NOT BE OR BECOME OPERATIONALLY DEPENDENT ON
ANY AFFILIATE, (I) NOT ASSUME OR GUARANTY OR BECOME OBLIGATED FOR THE DEBTS OF
ANY OTHER PERSON AND NOT HOLD OUT ITS CREDIT AS BEING AVAILABLE TO SATISFY THE
OBLIGATIONS OF ANY OTHER PERSON, IN EACH CASE OTHER THAN PURSUANT TO THIS
GUARANTY AND THE OTHER LOAN DOCUMENTS, (J) NOT ACQUIRE THE DEBT OR SECURITIES OF
ITS MEMBER(S) OR ANY OF THE DIRECT OR INDIRECT OWNERS OF THE GUARANTOR OR THE
GUARANTOR'S AFFILIATES, (K) ALLOCATE FAIRLY AND REASONABLY ANY SHARED EXPENSES
INCLUDING, WITHOUT LIMITATION, SHARED OFFICE SPACE AND SHALL USE SEPARATE AND
DISTINCT STATIONERY, INVOICES AND CHECKS, (L) EXCEPT FOR THE LIENS GRANTED
PURSUANT TO THE SECURITY DOCUMENTS TO WHICH IT IS A PARTY, NOT PLEDGE ITS ASSETS
FOR THE BENEFIT OF ANY OTHER PERSON, (M) HOLD ITSELF OUT AND IDENTIFY ITSELF AS
A SEPARATE AND DISTINCT ENTITY UNDER ITS OWN NAME AND NOT AS A DIVISION OR PART
OF ANY OTHER PERSON, (N) NOT MAKE LOANS TO ANY PERSON, (O) NOT ENTER INTO OR BE
A PARTY TO, ANY TRANSACTION WITH ITS MEMBER(S) OR ANY AFFILIATE OF THE GUARANTOR
EXCEPT IN THE ORDINARY COURSE OF ITS BUSINESS AND ON TERMS THAT ARE FAIR AND NO
LESS FAVORABLE TO THE GUARANTOR THAN THOSE TERMS THAT WOULD BE OBTAINED IN A
COMPARABLE ARM'S-LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY, (P) PROMPTLY
CORRECT ANY KNOWN MISUNDERSTANDING REGARDING THE SEPARATE EXISTENCE AND IDENTITY
OF THE GUARANTOR, (Q) COMPENSATE ITS EMPLOYEES, IF ANY, FROM ITS OWN FUNDS FOR
SERVICES PROVIDED TO IT, (R) MAINTAIN ADEQUATE CAPITALIZATION IN LIGHT OF ITS
CONTEMPLATED BUSINESS AND OPERATIONS, (S) TAKE ALL APPROPRIATE ACTION NECESSARY
TO MAINTAIN ITS EXISTENCE AS A LIMITED LIABILITY COMPANY IN GOOD STANDING UNDER
THE LAWS OF THE STATE OF DELAWARE, (T) OBSERVE STRICTLY ALL LIMITED LIABILITY
COMPANY, ORGANIZATIONAL AND PROCEDURAL MATTERS AND FORMALITIES REQUIRED