AND FRANCHISES NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS
BUSINESS; COMPLY WITH ALL REQUIREMENTS OF LAW EXCEPT TO THE EXTENT THAT FAILURE
TO COMPLY THEREWITH COULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
(C) IT WILL (I) MAINTAIN AND PREPARE FINANCIAL REPORTS, FINANCIAL STATEMENTS,
BOOKS AND RECORDS AND BANK ACCOUNTS SEPARATE FROM THOSE OF ITS AFFILIATES, ANY
CONSTITUENT PARTY AND ANY OTHER PERSON AND MAINTAIN ITS BOOKS, RECORDS,
RESOLUTIONS AND AGREEMENTS AS OFFICIAL RECORDS, (II) WILL NOT PERMIT ANY
AFFILIATE OR CONSTITUENT PARTY INDEPENDENT ACCESS TO ITS BANK ACCOUNTS, AND
(III) UNLESS OTHERWISE REQUIRED UNDER THE INTERNAL REVENUE CODE, WILL FILE ITS
OWN TAX RETURNS.
34
(D) IT WILL NOT COMMINGLE THE FUNDS AND OTHER ASSETS OF THE PARTNERSHIP WITH
THOSE OF ANY AFFILIATE OR CONSTITUENT PARTY, OR ANY OTHER PERSON, AND SHALL HOLD
ITS ASSETS IN ITS OWN NAME.
(E) IT SHALL CONDUCT ITS OWN BUSINESS IN ITS OWN NAME.
(F) IT IS AND WILL REMAIN SOLVENT AND SHALL PAY ITS DEBTS AND LIABILITIES
(INCLUDING EMPLOYMENT AND OVERHEAD EXPENSES) FROM ITS ASSETS AS THE SAME SHALL
BECOME DUE.
(G) IT HAS DONE OR CAUSED TO BE DONE AND SHALL DO ALL THINGS NECESSARY TO
OBSERVE PARTNERSHIP OR CORPORATE FORMALITIES, AS APPLICABLE, AND PRESERVE ITS
EXISTENCE, AND IT SHALL NOT, NOR WILL IT PERMIT ANY CONSTITUENT PARTY TO, AMEND,
MODIFY OR OTHERWISE CHANGE THE CERTIFICATE OF LIMITED PARTNERSHIP, THIS
AGREEMENT, THE CERTIFICATE OF INCORPORATION OR BYLAWS, OR THE PARTNERSHIP
AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS OF THE PARTNERSHIP OR THE GENERAL
PARTNER, AS APPLICABLE, OR SUCH CONSTITUENT PARTY IN A MANNER CONTRARY TO THE
PROVISIONS OF THIS SECTION 12.2.
(H) IT SHALL PAY THE SALARIES OF ITS OWN EMPLOYEES AND MAINTAIN A SUFFICIENT
NUMBER OF EMPLOYEES IN LIGHT OF ITS CONTEMPLATED BUSINESS OPERATIONS.
(I) IT SHALL COMPENSATE EACH OF ITS CONSULTANTS AND AGENTS FROM ITS OWN FUNDS
FOR SERVICES PROVIDED TO IT AND PAY FROM ITS OWN ASSETS ALL OBLIGATIONS OF ANY
KIND INCURRED.
(J) IT DOES NOT AND SHALL NOT GUARANTEE, BECOME OBLIGATED FOR, OR HOLD ITSELF OR
ITS CREDIT OUT TO BE RESPONSIBLE FOR, THE DEBTS OR OBLIGATIONS OF ANY OTHER
PERSON OR THE DECISIONS OR ACTIONS RESPECTING THE DAILY BUSINESS OR AFFAIRS OF
ANY OTHER PERSON.
(K) IT SHALL NOT CAUSE OR PERMIT THE PARTNERSHIP TO ACQUIRE OBLIGATIONS OR
SECURITIES OF ANY AFFILIATE, ANY OF THE PARTNERS OR ANY OF THE MEMBERS OF THE
GENERAL PARTNER. IT SHALL NOT BUY OR HOLD ANY EVIDENCE OF INDEBTEDNESS ISSUED BY
ANY OTHER PERSON, OTHER THAN CASH AND INVESTMENT-GRADE SECURITIES.
(L) SUBJECT TO THE APPROVAL PURSUANT TO SECTION 10.2, IF APPLICABLE, IT WILL
ALLOCATE FAIRLY AND REASONABLY THE COST OF (I) ANY OVERHEAD FOR ANY OFFICE SPACE
SHARED WITH ANY PARTNER OR WITH ANY AFFILIATE OF ANY PARTNER, AND (II) ANY
SERVICES (SUCH AS ASSET MANAGEMENT, LEGAL AND ACCOUNTING) THAT ARE PROVIDED
JOINTLY TO THE PARTNERSHIP AND ONE OR MORE AFFILIATES.
(M) IT WILL MAINTAIN AND UTILIZE SEPARATE STATIONERY, INVOICES AND CHECKS