OTHER PERSON;
(F)
CONDUCT ITS BUSINESS IN ITS OWN NAME AND STRICTLY COMPLY WITH ALL
ORGANIZATIONAL FORMALITIES TO MAINTAIN ITS SEPARATE EXISTENCE;
(G)
MAINTAIN SEPARATE FINANCIAL STATEMENTS, SHOWING ITS ASSETS AND
LIABILITIES SEPARATE AND APART FROM ANY OTHER PERSON OR ENTITY;
(H)
PAY ITS OWN LIABILITIES ONLY OUT OF ITS OWN FUNDS;
(I)
MAINTAIN AN ARM'S LENGTH AND COMMERCIALLY REASONABLE RELATIONSHIP
WITH ITS AFFILIATES AND THE MEMBER;
(J)
NOT IDENTIFY ITSELF AS A DIVISION OF ANY OTHER PERSON;
(K)
PAY THE SALARIES OF ITS OWN EMPLOYEES, IF ANY;
(L)
NOT HOLD OUT ITS CREDIT OR ASSETS AS BEING AVAILABLE TO SATISFY
THE OBLIGATIONS OF OTHERS;
(M)
ALLOCATE FAIRLY AND REASONABLY ANY OVERHEAD FOR SHARED OFFICE SPACE;
(N)
USE SEPARATE STATIONERY, INVOICES AND CHECKS;
(O)
EXCEPT AS CONTEMPLATED BY THE BASIC DOCUMENTS, NOT PLEDGE ITS
ASSETS FOR THE BENEFIT OF ANY OTHER PERSON;
(P)
CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS SEPARATE
IDENTITY;
(Q)
MAINTAIN ADEQUATE CAPITAL IN LIGHT OF ITS CONTEMPLATED BUSINESS
PURPOSE, TRANSACTIONS AND LIABILITIES;
(R)
CAUSE ITS BOARD OF MANAGERS TO MEET AT LEAST ANNUALLY OR ACT
PURSUANT TO WRITTEN CONSENT AND KEEP MINUTES OF SUCH MEETINGS AND ACTIONS AND
OBSERVE ALL OTHER DELAWARE LIMITED LIABILITY COMPANY FORMALITIES;
(S)
NOT ACQUIRE ANY SECURITIES OF THE MEMBER; AND
(T)
CAUSE THE MANAGERS, OFFICERS, AGENTS AND OTHER REPRESENTATIVES OF
THE COMPANY TO ACT AT ALL TIMES WITH RESPECT TO THE COMPANY CONSISTENTLY AND IN
FURTHERANCE OF THE FOREGOING AND IN THE BEST INTERESTS OF THE COMPANY.
Failure of the Company, or the Member or Board on behalf of the Company, to
comply with any of the foregoing covenants or any other covenants contained in
this Agreement shall not affect the status of the Company as a separate legal
entity or the limited liability of the Member or the Managers.
6
(V)
SO LONG AS ANY OBLIGATION IS OUTSTANDING, THE BOARD SHALL NOT
CAUSE OR PERMIT THE COMPANY TO:
(A)
EXCEPT AS CONTEMPLATED BY THE BASIC DOCUMENTS, GUARANTEE ANY
OBLIGATION OF ANY PERSON, INCLUDING ANY AFFILIATE;
(B)
ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY BUSINESS OTHER THAN THE
ACTIONS REQUIRED OR PERMITTED TO BE PERFORMED UNDER SECTION 7, THE BASIC
DOCUMENTS OR THIS SECTION 9(J);
(C)
INCUR, CREATE OR ASSUME ANY INDEBTEDNESS OTHER THAN AS EXPRESSLY
PERMITTED UNDER THE BASIC DOCUMENTS;
(D)
MAKE OR PERMIT TO REMAIN OUTSTANDING ANY LOAN OR ADVANCE TO, OR OWN
OR ACQUIRE ANY STOCK OR SECURITIES OF, ANY PERSON, EXCEPT THAT THE COMPANY MAY
INVEST IN THOSE INVESTMENTS PERMITTED UNDER THE BASIC DOCUMENTS AND MAY MAKE ANY
ADVANCE REQUIRED OR EXPRESSLY PERMITTED TO BE MADE PURSUANT TO ANY PROVISIONS OF
THE BASIC DOCUMENTS AND PERMIT THE SAME TO REMAIN OUTSTANDING IN ACCORDANCE WITH
SUCH PROVISIONS;
(E)
TO THE FULLEST EXTENT PERMITTED BY LAW, ENGAGE IN ANY DISSOLUTION,
LIQUIDATION, CONSOLIDATION, MERGER, ASSET SALE OR TRANSFER OF OWNERSHIP
INTERESTS OTHER THAN SUCH ACTIVITIES AS ARE EXPRESSLY PERMITTED PURSUANT TO ANY
PROVISION OF THE BASIC DOCUMENTS; OR
(F)
FORM, ACQUIRE OR HOLD ANY SUBSIDIARY (WHETHER CORPORATE,
PARTNERSHIP, LIMITED LIABILITY COMPANY