shall not:
(A)
KNOWINGLY, DO ANY ACT IN CONTRAVENTION OF
THIS AGREEMENT OR, WHEN ACTING ON BEHALF OF THE COMPANY, ENGAGE IN ACTIVITIES
INCONSISTENT WITH THE PURPOSES OF THE COMPANY;
(B)
DO ANY ACT WHICH WOULD, TO THE MANAGING
MEMBER'S KNOWLEDGE, MAKE IT IMPOSSIBLE TO CARRY ON THE ORDINARY BUSINESS OF THE
COMPANY;
(C)
POSSESS PROPERTY, OR ASSIGN RIGHTS IN
SPECIFIC PROPERTY, FOR OTHER THAN A COMPANY PURPOSE;
(D)
PERFORM ANY ACT THAT WOULD, TO THE MANAGING
MEMBER'S KNOWLEDGE, SUBJECT ANY MEMBER TO LIABILITY IN ANY JURISDICTION FOR THE
DEBTS OR OBLIGATIONS OF THE COMPANY;
(E)
CAUSE OR PERMIT THE COMPANY OR THE COMPANY
SUBSIDIARY TO VOLUNTARILY TAKE ANY ACTION WITH RESPECT TO THE COMPANY DESCRIBED
IN CLAUSES (A)(III), (B) OR (C) OF THE DEFINITION OF "BANKRUPTCY" IN
SECTION 1.10 HEREOF;
(F)
CAUSE OR PERMIT THE COMPANY OR THE
COMPANY SUBSIDIARY TO INCUR, ASSUME OR OBLIGATE ITSELF BY CONTRACT FOR ANY DEBT;
PROVIDED THAT NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY INCUR TRADE CREDIT
INCURRED IN THE ORDINARY COURSE OF THE COMPANY'S
36
BUSINESS (FOR EXAMPLE, LEGAL AND ACCOUNTING FEES AND EXPENSES) AND WHICH TRADE
CREDIT IS NOT OUTSTANDING FOR MORE THAN NINETY (90) DAYS; AND PROVIDED FURTHER
THAT, IN THE EVENT THAT THE MANAGING MEMBER HAS ELECTED PURSUANT TO
SECTION 10.08(A) HEREOF TO CAUSE ALL OR ANY PORTION OF THE INTERESTS OF THE
CLASS A MEMBERS TO BE RETIRED, THE MANAGING MEMBER MAY CAUSE THE COMPANY TO
BORROW FROM THE COMPANY SUBSIDIARY THE FUNDS NECESSARY TO MAKE THE DISTRIBUTIONS
TO THE CLASS A MEMBERS REQUIRED BY SECTION 10.08(B) HEREOF;
(G)
CAUSE OR PERMIT THE COMPANY OR THE COMPANY
SUBSIDIARY TO CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN UPON ANY
PROPERTY OTHER THAN PERMITTED ENCUMBRANCES;
(H)
CAUSE OR PERMIT THE COMPANY OR THE COMPANY
SUBSIDIARY TO ACQUIRE, BY PURCHASE, LEASE OR CONTRIBUTION ANY ASSETS OTHER THAN
PERMITTED ASSETS OR ANY PERMITTED ASSET THAT IS IN DEFAULT AT THE TIME OF ITS
ACQUISITION BY THE COMPANY;
(I)
CAUSE OR PERMIT THE COMPANY OR THE
COMPANY SUBSIDIARY TO MAKE OR ACQUIRE BY CONTRIBUTION ANY DEMAND LOAN UNLESS
(I) THE BORROWING EVIDENCED BY SUCH DEMAND LOAN HAS BEEN DULY AUTHORIZED BY ALL
REQUIRED CORPORATE ACTION, SUCH ACTION HAS BEEN DULY CERTIFIED BY THE SECRETARY
OR AN ASSISTANT SECRETARY OF THE BORROWER, AND SUCH CERTIFICATION HAS BEEN
DELIVERED TO THE COMPANY TOGETHER WITH CERTIFICATES AS TO INCUMBENCY AND DUE
AUTHORIZATION OF THE OFFICERS OF THE BORROWER AUTHORIZED TO EXECUTE AND DELIVER
SUCH DEMAND LOAN (WHICH CERTIFIED ACTION MAY BE ONE SO TAKEN AND CERTIFICATION
MAY BE ONE SO DELIVERED BEFORE THAT ACQUISITION IF THE CERTIFIED ACTION REMAINS
IN EFFECT AT THE TIME OF, AND IS APPLICABLE TO, THAT ACQUISITION), (II) SUCH
DEMAND LOAN IS LEGAL, VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS AGAINST THE BORROWER, (III) THE GUARANTY BY IMS HEALTH WITH RESPECT TO
SUCH DEMAND LOAN, IF ANY, (A) HAS BEEN DULY AUTHORIZED BY ALL REQUIRED CORPORATE
ACTION, SUCH ACTION HAS BEEN DULY CERTIFIED BY THE SECRETARY OR AN