Common use of COVENANTS REGARDING INDEPENDENT MANAGER Clause in Contracts

COVENANTS REGARDING INDEPENDENT MANAGER. By execution hereof, ML Apartments III, Inc., a Georgia corporation agrees that it: (a) shall at all times act as the managing member (such entity together with its successor or assignee are hereinafter the "Manager") of Grantor with all of the rights, powers, obligations and liabilities of managing member under the operating agreement of Grantor and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same and will engage in no other business. (b) shall not institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Manager or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any corporate action in furtherance of any such action. (c) shall not (a) liquidate or dissolve the Manager in whole or in part and (b) consolidate, merge or enter into any form of consolidation with or into any other entity, nor convey, transfer or lease its assets substantially as an entirety to any person or entity nor permit any entity to consolidate, merge or enter into any form of consolidation with or into the Manager, nor convey, transfer or lease its assets substantially as an entirety to any person or entity. (d) shall either (i) maintain its principal executive office separate from that of any Affiliate, or (ii) if sharing office space, allocate fairly and reasonably any rent, overhead and other lease charges for shared office space and shall use telephone and facsimile numbers separate from that of any Affiliate and shall conspicuously identify such numbers as its own and shall use its own stationary, invoices and checks which reflect its address, telephone number and facsimile number, as appropriate; (e) shall maintain its corporate records and books and accounts separate from those of any Affiliate or any other entity and shall prepare unaudited quarterly and annual financial statements, and said financial statements shall be in compliance with generally accepted accounting principles and shall be in form reasonably acceptable to Grantee and its successors and/or assigns, except that Manager may be included in consolidated financial statements of another person where required by generally accepted accounting principals (GAAP), provided that such consolidated financial statements contain a note indicating that the Manager is a separate legal entity and the Manager's assets and liabilities are neither available to pay the debt of the consolidated entity nor constitute obligations of the consolidated entity and that the consolidated entity is not liable for any of the liabilities of the Manager except as otherwise provided in the Loan Documents; (f) shall maintain its own separate bank accounts and correct, complete and separate books of account; (g) shall hold itself out to the public (including any Affiliate's creditors) under the Manager's own name and as a separate and distinct corporate entity and not as a department, division or otherwise of any Affiliate; (h) shall observe all customary formalities regarding the corporate existence of the Manager, including holding meetings of or obtaining the consent of its board of directors, as appropriate, and its stockholders and maintaining current accurate minute books separate from those of any Affiliate; (i) shall act solely in its own corporate name and through its own duly authorized officers and agents and no Affiliate shall be appointed or act as agent of the Manager in its capacity as Manager of Grantor; (j) shall make investments in the name of the Manager directly by the Manager or on its behalf by brokers engaged and paid by the Manager or its agents; (k) except as required by Grantee or any successor to Grantee in connection with any extension of credit by Grantee or any successor to Grantee to Grantor (or any refinancing, increase, modification, consolidation or extension of any such extension of credit), shall not guaranty or assume or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities of any partner of Grantor or any Affiliate other than Grantor, nor shall the Manager make any loan, except as permitted in the applicable Operating Agreement of Grantor; (l) represents and warrants that the Manager is and expects to remain solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets; (m) represents and warrants that assets of the Manager shall be separately identified, maintained and segregated and the Manager's assets shall at all times be held by or on behalf of the Manager and if held on behalf of the Manager by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Manager (this restriction requires, among other things, that corporate funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliates); (n) shall not intentionally take any action if, as a result of such action, the Manager would be required to register as an investment company under the Investment Company Act of 1940, as amended; (o) shall at all times be adequately capitalized to engage in the transactions contemplated at its formation; (p) represents and warrants that all data and records (including computer records) used by the Manager or any Affiliate in the collection and administration of any loan shall reflect the Manager's ownership interest therein; and (q) represents and warrants that none of the Manager's funds shall be invested in securities issued by any Affiliate. (r) shall maintain at all times one (1) Independent Director.

COVENANTS REGARDING INDEPENDENT MANAGER. By execution hereof, ML Apartments IIII, Inc., a Georgia corporation agrees that it: (a) shall at all times act as the managing member (such entity together with its successor or assignee are is hereinafter the "Manager") of Grantor Mortgagor with all of the rights, powers, obligations and liabilities of the managing member under the operating agreement of Grantor Mortgagor and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same and will engage in no other business. (b) shall not institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Manager or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any corporate action in furtherance of any such action. (c) shall not (a) liquidate or dissolve the Manager in whole or in part and (b) consolidate, merge or enter into any form of consolidation with or into any other entity, nor convey, transfer or lease its assets substantially as an entirety to any person or entity nor permit any entity to consolidate, merge or enter into any form of consolidation with or into the Manager, nor convey, transfer or lease its assets substantially as an entirety to any person or entity. (d) shall either (i) maintain its principal executive office separate from that of any Affiliate, or (ii) if sharing office space, allocate fairly and reasonably any rent, overhead and other lease charges for shared office space space, and shall use telephone and facsimile numbers separate from that of any Affiliate Affiliate, and shall conspicuously identify such office and numbers as its own and shall use its own stationary, invoices and checks which reflect its address, telephone number and facsimile number, as appropriate; (e) shall maintain its corporate records and books and accounts separate from those of any Affiliate or any other entity and shall prepare unaudited quarterly and annual financial statements, and said financial statements shall be in compliance with generally accepted accounting principles and shall be in form reasonably acceptable to Grantee Mortgagee and its successors and/or assigns, except that Manager may be included in consolidated financial statements of another person where required by generally accepted accounting principals (GAAP), provided that such consolidated financial statements contain a note indicating that the Manager is a separate legal entity and the Manager's assets and liabilities are neither available to pay the debt of the consolidated entity nor constitute obligations of the consolidated entity and that the consolidated entity is not liable for any of the liabilities of the Manager except as otherwise provided in the Loan Documents; (f) shall maintain its own separate bank accounts and correct, complete and separate books of account; (g) shall hold itself out to the public (including any Affiliate's creditors) under the Manager's own name and as a separate and distinct corporate entity and not as a department, division or otherwise of any Affiliate; (h) shall observe all customary formalities regarding the corporate existence of the Manager, including holding meetings of or obtaining the consent of its board of directors, as appropriate, and its stockholders and maintaining current accurate minute books separate from those of any Affiliate; (i) shall act solely in its own corporate name and through its own duly authorized officers and agents and no Affiliate shall be appointed or act as agent of the Manager in its capacity as Manager of GrantorMortgagor; (j) shall make investments in the name of the Manager directly by the Manager or on its behalf by brokers engaged and paid by the Manager or its agents; (k) except as required by Grantee Mortgagee or any successor to Grantee Mortgagee in connection with any extension of credit by Grantee Mortgagee or any successor to Grantee Mortgagee to Grantor Mortgagor (or any refinancing, increase, modification, consolidation or extension of any such extension of credit), shall not guaranty or assume or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities of any partner of Grantor Mortgagor or any Affiliate other than GrantorMortgagor, nor shall the Manager make any loan, except as permitted in the applicable Operating Agreement of GrantorMortgagor; (l) represents and warrants that the Manager is and expects to remain solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets; (m) represents and warrants that assets of the Manager shall be separately identified, maintained and segregated and the Manager's assets shall at all times be held by or on behalf of the Manager and if held on behalf of the Manager by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Manager (this restriction requires, among other things, that corporate funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliates); (n) shall not intentionally take any action if, as a result of such action, the Manager would be required to register as an investment company under the Investment Company Act of 1940, as amended; (o) shall at all times be adequately capitalized to engage in the transactions contemplated at its formation; (p) represents and warrants that all data and records (including computer records) used by the Manager or any Affiliate in the collection and administration of any loan shall reflect the Manager's ownership interest therein; and (q) represents and warrants that none of the Manager's funds shall be invested in securities issued by any Affiliate. (r) shall maintain at all times one (1) Independent DirectorManager.

COVENANTS REGARDING INDEPENDENT MANAGER. By execution hereof, ML Apartments IIIII, Inc., a Georgia corporation agrees that it: (a) shall at all times act as the managing member (such entity together with its successor or assignee are hereinafter is hereinafter, the "Manager") of Grantor with all of the rights, powers, obligations and liabilities of managing member under the operating agreement of Grantor and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same and will engage in no other business. (b) shall not institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Manager or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any corporate action in furtherance of any such action. (c) shall not (a) liquidate or dissolve the Manager in whole or in part and (b) consolidate, merge or enter into any form of consolidation with or into any other entity, nor convey, transfer or lease its assets substantially as an entirety to any person or entity nor permit any entity to consolidate, merge or enter into any form of consolidation with or into the Manager, nor convey, transfer or lease its assets substantially as an entirety to any person or entity. (d) shall either (i) maintain its principal executive office separate from that of any Affiliate, or (ii) if sharing office space, allocate fairly and reasonably any rent, overhead and other lease charges for shared office space and shall use telephone and facsimile numbers separate from that of any Affiliate and shall conspicuously identify such numbers as its own and shall use its own stationary, invoices and checks which reflect its address, telephone number and facsimile number, as appropriate; (e) shall maintain its corporate records and books and accounts separate from those of any Affiliate or any other entity and shall prepare unaudited quarterly and annual financial statements, and said financial statements shall be in compliance with generally accepted accounting principles and shall be in form reasonably acceptable to Grantee and its successors and/or assigns, except that Manager may be included in consolidated financial statements of another person where required by generally accepted accounting principals (GAAP), provided that such consolidated financial statements contain a note indicating that the Manager is a separate legal entity and the Manager's assets and liabilities are neither available to pay the debt of the consolidated entity nor constitute obligations of the consolidated entity and that the consolidated entity is not liable for any of the liabilities of the Manager except as otherwise provided in the Loan Documents; (f) shall maintain its own separate bank accounts and correct, complete and separate books of account; (g) shall hold itself out to the public (including any Affiliate's creditors) under the Manager's own name and as a separate and distinct corporate entity and not as a department, division or otherwise of any Affiliate; (h) shall observe all customary formalities regarding the corporate existence of the Manager, including holding meetings of or obtaining the consent of its board of directors, as appropriate, and its stockholders and maintaining current accurate minute books separate from those of any Affiliate; (i) shall act solely in its own corporate name and through its own duly authorized officers and agents and no Affiliate shall be appointed or act as agent of the Manager in its capacity as Manager of Grantor; (j) shall make investments in the name of the Manager directly by the Manager or on its behalf by brokers engaged and paid by the Manager or its agents; (k) except as required by Grantee or any successor to Grantee in connection with any extension of credit by Grantee or any successor to Grantee to Grantor (or any refinancing, increase, modification, consolidation or extension of any such extension of credit), shall not guaranty or assume or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities of any partner of Grantor or any Affiliate other than Grantor, nor shall the Manager make any loan, except as permitted in the applicable Operating Agreement of Grantor; (l) represents and warrants that the Manager is and expects to remain solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets; (m) represents and warrants that assets of the Manager shall be separately identified, maintained and segregated and the Manager's assets shall at all times be held by or on behalf of the Manager and if held on behalf of the Manager by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Manager (this restriction requires, among other things, that corporate funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliates); (n) shall not intentionally take any action if, as a result of such action, the Manager would be required to register as an investment company under the Investment Company Act of 1940, as amended; (o) shall at all times be adequately capitalized to engage in the transactions contemplated at its formation; (p) represents and warrants that all data and records (including computer records) used by the Manager or any Affiliate in the collection and administration of any loan shall reflect the Manager's ownership interest therein; and (q) represents and warrants that none of the Manager's funds shall be invested in securities issued by any Affiliate. (r) shall maintain at all times one (1) Independent Director.

COVENANTS REGARDING INDEPENDENT MANAGER. By execution hereof, ML Apartments IIII, Inc., a Georgia corporation agrees that it: (a) shall at all times act as the managing member (such entity together with its successor or assignee are hereinafter the "Manager") of Grantor with all of the rights, powers, obligations and liabilities of the managing member under the operating agreement of Grantor and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same and will engage in no other business. (b) shall not institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Manager or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any corporate action in furtherance of any such action. (c) shall not (a) liquidate or dissolve the Manager in whole or in part and (b) consolidate, merge or enter into any form of consolidation with or into any other entity, nor convey, transfer or lease its assets substantially as an entirety to any person or entity nor permit any entity to consolidate, merge or enter into any form of consolidation with or into the Manager, nor convey, transfer or lease its assets substantially as an entirety to any person or entity. (d) shall either (i) maintain its principal executive office separate from that of any Affiliate, or (ii) if sharing office space, allocate fairly and reasonably any rent, overhead and other lease charges for shared office space and shall use telephone and facsimile numbers separate from that of any Affiliate and shall conspicuously identify such numbers as its own and shall use its own stationary, invoices and checks which reflect its address, telephone number and facsimile number, as appropriate; (e) shall maintain its corporate records and books and accounts separate from those of any Affiliate or any other entity and shall prepare unaudited quarterly and annual financial statements, and said financial statements shall be in compliance with generally accepted accounting principles and shall be in form reasonably acceptable to Grantee and its successors and/or assigns, except that Manager may be included in consolidated financial statements of another person where required by generally accepted accounting principals (GAAP), provided that such consolidated financial statements contain a note indicating that the Manager is a separate legal entity and the Manager's assets and liabilities are neither available to pay the debt of the consolidated entity nor constitute obligations of the consolidated entity and that the consolidated entity is not liable for any of the liabilities of the Manager except as otherwise provided in the Loan Documents; (f) shall maintain its own separate bank accounts and correct, complete and separate books of account; (g) shall hold itself out to the public (including any Affiliate's creditors) under the Manager's own name and as a separate and distinct corporate entity and not as a department, division or otherwise of any Affiliate; (h) shall observe all customary formalities regarding the corporate existence of the Manager, including holding meetings of or obtaining the consent of its board of directors, as appropriate, and its stockholders and maintaining current accurate minute books separate from those of any Affiliate; (i) shall act solely in its own corporate name and through its own duly authorized officers and agents and no Affiliate shall be appointed or act as agent of the Manager in its capacity as Manager of Grantor; (j) shall make investments in the name of the Manager directly by the Manager or on its behalf by brokers engaged and paid by the Manager or its agents; (k) except as required by Grantee or any successor to Grantee in connection with any extension of credit by Grantee or any successor to Grantee to Grantor (or any refinancing, increase, modification, consolidation or extension of any such extension of credit), shall not guaranty or assume or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities of any partner of Grantor or any Affiliate other than Grantor, nor shall the Manager make any loan, except as permitted in the applicable Operating Agreement of Grantor; (l) represents and warrants that the Manager is and expects to remain solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets; (m) represents and warrants that assets of the Manager shall be separately identified, maintained and segregated and the Manager's assets shall at all times be held by or on behalf of the Manager and if held on behalf of the Manager by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Manager (this restriction requires, among other things, that corporate funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliates); (n) shall not intentionally take any action if, as a result of such action, the Manager would be required to register as an investment company under the Investment Company Act of 1940, as amended; (o) shall at all times be adequately capitalized to engage in the transactions contemplated at its formation; (p) represents and warrants that all data and records (including computer records) used by the Manager or any Affiliate in the collection and administration of any loan shall reflect the Manager's ownership interest therein; and (q) represents and warrants that none of the Manager's funds shall be invested in securities issued by any Affiliate. (r) shall maintain at all times one (1) Independent Director.

COVENANTS REGARDING INDEPENDENT MANAGER. By execution hereof, ML Apartments IIIII, Inc., a Georgia corporation agrees that it: (a) shall at all times act as the managing member (such entity together with its successor or assignee are is hereinafter the "Manager") of Grantor Mortgagor with all of the rights, powers, obligations and liabilities of the managing member under the operating agreement of Grantor Mortgagor and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same and will engage in no other business. (b) shall not institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Manager or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any corporate action in furtherance of any such action. (c) shall not (a) liquidate or dissolve the Manager in whole or in part and (b) consolidate, merge or enter into any form of consolidation with or into any other entity, nor convey, transfer or lease its assets substantially as an entirety to any person or entity nor permit any entity to consolidate, merge or enter into any form of consolidation with or into the Manager, nor convey, transfer or lease its assets substantially as an entirety to any person or entity. (d) shall either (i) maintain its principal executive office separate from that of any Affiliate, or (ii) if sharing office space, allocate fairly and reasonably any rent, overhead and other lease charges for shared office space space, and shall use telephone and facsimile numbers separate from that of any Affiliate Affiliate, and shall conspicuously identify such office and numbers as its own and shall use its own stationary, invoices and checks which reflect its address, telephone number and facsimile number, as appropriate; (e) shall maintain its corporate records and books and accounts separate from those of any Affiliate or any other entity and shall prepare unaudited quarterly and annual financial statements, and said financial statements shall be in compliance with generally accepted accounting principles and shall be in form reasonably acceptable to Grantee Mortgagee and its successors and/or assigns, except that Manager may be included in consolidated financial statements of another person where required by generally accepted accounting principals (GAAP), provided that such consolidated financial statements contain a note indicating that the Manager is a separate legal entity and the Manager's assets and liabilities are neither available to pay the debt of the consolidated entity nor constitute obligations of the consolidated entity and that the consolidated entity is not liable for any of the liabilities of the Manager except as otherwise provided in the Loan Documents; (f) shall maintain its own separate bank accounts and correct, complete and separate books of account; (g) shall hold itself out to the public (including any Affiliate's creditors) under the Manager's own name and as a separate and distinct corporate entity and not as a department, division or otherwise of any Affiliate; (h) shall observe all customary formalities regarding the corporate existence of the Manager, including holding meetings of or obtaining the consent of its board of directors, as appropriate, and its stockholders and maintaining current accurate minute books separate from those of any Affiliate; (i) shall act solely in its own corporate name and through its own duly authorized officers and agents and no Affiliate shall be appointed or act as agent of the Manager in its capacity as Manager of GrantorMortgagor; (j) shall make investments in the name of the Manager directly by the Manager or on its behalf by brokers engaged and paid by the Manager or its agents; (k) except as required by Grantee Mortgagee or any successor to Grantee Mortgagee in connection with any extension of credit by Grantee Mortgagee or any successor to Grantee Mortgagee to Grantor Mortgagor (or any refinancing, increase, modification, consolidation or extension of any such extension of credit), shall not guaranty or assume or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities of any partner of Grantor Mortgagor or any Affiliate other than GrantorMortgagor, nor shall the Manager make any loan, except as permitted in the applicable Operating Agreement of GrantorMortgagor; (l) represents and warrants that the Manager is and expects to remain solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets; (m) represents and warrants that assets of the Manager shall be separately identified, maintained and segregated and the Manager's assets shall at all times be held by or on behalf of the Manager and if held on behalf of the Manager by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Manager (this restriction requires, among other things, that corporate funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliates); (n) shall not intentionally take any action if, as a result of such action, the Manager would be required to register as an investment company under the Investment Company Act of 1940, as amended; (o) shall at all times be adequately capitalized to engage in the transactions contemplated at its formation; (p) represents and warrants that all data and records (including computer records) used by the Manager or any Affiliate in the collection and administration of any loan shall reflect the Manager's ownership interest therein; and (q) represents and warrants that none of the Manager's funds shall be invested in securities issued by any Affiliate. (r) shall maintain at all times one (1) Independent DirectorManager.

COVENANTS REGARDING INDEPENDENT MANAGER. By execution hereof, ML Apartments IIII, Inc., a Georgia corporation agrees that it: (a) shall at all times act as the managing member (such entity together with its successor or assignee are hereinafter the "Manager") of Grantor with all of the rights, powers, obligations and liabilities of managing member under the operating agreement of Grantor and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same and will engage in no other business. (b) shall not institute proceedings to be adjudicated bankrupt or insolvent; or consent to the institution of bankruptcy or insolvency proceedings against it; or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Manager or a substantial part of its property; or make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; or take any corporate action in furtherance of any such action. (c) shall not (a) liquidate or dissolve the Manager in whole or in part and (b) consolidate, merge or enter into any form of consolidation with or into any other entity, nor convey, transfer or lease its assets substantially as an entirety to any person or entity nor permit any entity to consolidate, merge or enter into any form of consolidation with or into the Manager, nor convey, transfer or lease its assets substantially as an entirety to any person or entity. (d) shall either (i) maintain its principal executive office separate from that of any Affiliate, or (ii) if sharing office space, allocate fairly and reasonably any rent, overhead and other lease charges for shared office space and shall use telephone and facsimile numbers separate from that of any Affiliate and shall conspicuously identify such numbers as its own and shall use its own stationary, invoices and checks which reflect its address, telephone number and facsimile number, as appropriate; (e) shall maintain its corporate records and books and accounts separate from those of any Affiliate or any other entity and shall prepare unaudited quarterly and annual financial statements, and said financial statements shall be in compliance with generally accepted accounting principles and shall be in form reasonably acceptable to Grantee and its successors and/or assigns, except that Manager may be included in consolidated financial statements of another person where required by generally accepted accounting principals (GAAP), provided that such consolidated financial statements contain a note indicating that the Manager is a separate legal entity and the Manager's assets and liabilities are neither available to pay the debt of the consolidated entity nor constitute obligations of the consolidated entity and that the consolidated entity is not liable for any of the liabilities of the Manager except as otherwise provided in the Loan Documents; (f) shall maintain its own separate bank accounts and correct, complete and separate books of account; (g) shall hold itself out to the public (including any Affiliate's creditors) under the Manager's own name and as a separate and distinct corporate entity and not as a department, division or otherwise of any Affiliate; (h) shall observe all customary formalities regarding the corporate existence of the Manager, including holding meetings of or obtaining the consent of its board of directors, as appropriate, and its stockholders and maintaining current accurate minute books separate from those of any Affiliate; (i) shall act solely in its own corporate name and through its own duly authorized officers and agents and no Affiliate shall be appointed or act as agent of the Manager in its capacity as Manager of Grantor; (j) shall make investments in the name of the Manager directly by the Manager or on its behalf by brokers engaged and paid by the Manager or its agents; (k) except as required by Grantee or any successor to Grantee in connection with any extension of credit by Grantee or any successor to Grantee to Grantor (or any refinancing, increase, modification, consolidation or extension of any such extension of credit), shall not guaranty or assume or hold itself out or permit itself to be held out as having guaranteed or assumed any liabilities of any partner of Grantor or any Affiliate other than Grantor, nor shall the Manager make any loan, except as permitted in the applicable Operating Agreement of Grantor; (l) represents and warrants that the Manager is and expects to remain solvent and shall pay its own liabilities, indebtedness and obligations of any kind, including all administrative expenses, from its own separate assets; (m) represents and warrants that assets of the Manager shall be separately identified, maintained and segregated and the Manager's assets shall at all times be held by or on behalf of the Manager and if held on behalf of the Manager by another entity, shall at all times be kept identifiable (in accordance with customary usages) as assets owned by the Manager (this restriction requires, among other things, that corporate funds shall not be commingled with those of any Affiliate and it shall maintain all accounts in its own name and with its own tax identification number, separate from those of any Affiliates); (n) shall not intentionally take any action if, as a result of such action, the Manager would be required to register as an investment company under the Investment Company Act of 1940, as amended; (o) shall at all times be adequately capitalized to engage in the transactions contemplated at its formation; (p) represents and warrants that all data and records (including computer records) used by the Manager or any Affiliate in the collection and administration of any loan shall reflect the Manager's ownership interest therein; and (q) represents and warrants that none of the Manager's funds shall be invested in securities issued by any Affiliate. (r) shall maintain at all times one (1) Independent Director.