Common use of LIMITATION ON ACTIVITIES Clause in Contracts

LIMITATION ON ACTIVITIES. (i) This Section 8(d) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (ii) The Economic Member shall not, so long as any of the notes (the “Notes”) issued pursuant to the Indenture, dated as of the date hereof, among Toys PropCo, Toys “R” Us, Inc., the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”) (as heretofore and hereinafter amended, supplemented and/or otherwise modified from time to time, the “Indenture”), are outstanding, amend, alter, change or repeal the definition of “Independent Member” or “Material Action” or Sections 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 or 30 or Schedule A of this Agreement without the unanimous written consent of the Independent Members. Subject to this Section 8(d), the Economic Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 30. (iii) The Company shall not incur, create or assume or suffer to permit the incurrence, creation or assumption of (1) any Liens (as defined in the Indenture) on or agreements granting rights in or restricting the use or development of all or any portion of the Property or any legal or beneficial interest therein, except for Permitted Liens (as defined in the Indenture) or (2) indebtedness secured by an interest in the Company or any Subsidiary (as defined in the Indenture) or all or any part of the Property or any other property or assets of the Company or any Subsidiary or any interest therein. (iv) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Economic Member, any Officer or any other Person, neither the Economic Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Members (including all Independent Members), to take any Material Action; provided, however, that no Material Action shall be consented to unless there are at least two (2) Independent Members then serving in such capacity. The Trustee, on behalf of the holders of the Notes, shall be a third party beneficiary of this Section 8(d)(iv) and shall have the right to enforce the terms of this Section to their fullest extent. (v) For so long as any of the Notes are outstanding, in addition to the other provisions set forth in this Agreement, the Company shall comply with the following (any references in this Section 8(d)(v) to “Affiliate,” “Person” or “others” shall be construed to exclude any of Toys PropCo, MAP Real Estate, LLC, TRU 2005 RE I, LLC, TRU 2005 RE II Trust and any other guarantors of the Notes from time to time who are subsidiaries of Toys PropCo and have an organizational document containing substantially the terms of Section 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 and 30 and (as applicable to the foregoing provisions) Schedule A hereof): 1. establish and maintain an office through which its business shall be conducted separate and apart from that of any of its Affiliates and shall allocate fairly and reasonably any overhead for shared office space; 2. maintain its own books and records and bank accounts separate and apart from those of any Affiliate or any other Person; 3. not commingle assets with those of any Affiliate (provided that funds of Company may be paid as distributions to Economic Member and Economic Member may make capital contributions to Company as set forth in this Agreement); 4. conduct its own business in its own name and strictly comply with all organizational formalities to maintain its separate existence; 5. maintain financial statements separate from any Affiliate; 6. pay its own liabilities only out of its own funds, including salaries of any employees, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 7. maintain an arm’s length relationship with any Affiliate and not enter into or be a party to any transaction with any other Person other than an arm’s length transaction (it being acknowledged by the Members that the Basic Documents satisfy the provisions of this Section 8(d)(v)(7)); 8. maintain adequate capital in light of its contemplated business operations, transactions and liabilities, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 9. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not guarantee or become obligated for the debts of any other entity, including any Affiliate, or hold out its credit or assets as being available to satisfy the obligations of others; 10. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not acquire obligations or securities of its other partners, members or shareholders; 11. use stationery, invoices and checks separate from those of any Affiliate; 12. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not borrow any funds or enter into any loan transactions as a borrower, guarantor or obligor, and not pledge its assets for the benefit of any other Person, including any Affiliate or make any loans or advances to any other Person; 13. at all times hold itself out to the public and all other Persons as a legal entity separate from the Economic Member and any other Person; 14. correct any known misunderstanding regarding its separate identity; 15. file its own tax returns, if any, as may be required under applicable law, to the extent (x) not part of a consolidated group filing a consolidated return or returns or (y) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; 16. maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; and 17. cause the 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. Failure of the Company or the Economic Member 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 Members.

LIMITATION ON ACTIVITIES. (i) This Section 8(d) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (ii) The Economic Member shall not, so long as any of the notes (the “Notes”) issued pursuant to the Indenture, dated as of the date hereof, among Toys PropCo, Toys “R” Us, Inc., the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”) (as heretofore and hereinafter amended, supplemented and/or otherwise modified from time to time, the “Indenture”), are outstanding, amend, alter, change or repeal the definition of “Independent Member” or “Material Action” or Sections 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 or 30 or Schedule A of this Agreement without the unanimous written consent of the Independent Members. Subject to this Section 8(d), the Economic Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 30. (iii) The Company shall not incur, create or assume or suffer to permit the incurrence, creation or assumption of (1) any Liens (as defined in the Indenture) on or agreements granting rights in or restricting the use or development of all or any portion of the Property or any legal or beneficial interest therein, except for Permitted Liens (as defined in the Indenture) or (2) indebtedness secured by an interest in the Company or any Subsidiary (as defined in the Indenture) or all or any part of the Property or any other property or assets of the Company or any Subsidiary or any interest therein. (iv) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Economic Member, any Officer or any other Person, neither the Economic Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Members (including all Independent Members), to take any Material Action; provided, however, that no Material Action shall be consented to unless there are at least two (2) Independent Members then serving in such capacity. The Trustee, on behalf of the holders of the Notes, shall be a third party beneficiary of this Section 8(d)(iv) and shall have the right to enforce the terms of this Section to their fullest extent. (v) For so long as any of the Notes are outstanding, in addition to the other provisions set forth in this Agreement, the Company shall comply with the following (any references in this Section 8(d)(v) to “Affiliate,” “Person” or “others” shall be construed to exclude any of Toys PropCo, MAP Xxxxx Real EstateEstate Company, LLC, TRU 2005 RE I, LLC, TRU 2005 RE II Trust and any other guarantors of the Notes from time to time who are subsidiaries of Toys PropCo and have an organizational document containing substantially the terms of Section 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 and 30 and (as applicable to the foregoing provisions) Schedule A hereof): 1. establish and maintain an office through which its business shall be conducted separate and apart from that of any of its Affiliates and shall allocate fairly and reasonably any overhead for shared office space; 2. maintain its own books and records and bank accounts separate and apart from those of any Affiliate or any other Person; 3. not commingle assets with those of any Affiliate (provided that funds of Company may be paid as distributions to Economic Member and Economic Member may make capital contributions to Company as set forth in this Agreement); 4. conduct its own business in its own name and strictly comply with all organizational formalities to maintain its separate existence; 5. maintain financial statements separate from any Affiliate; 6. pay its own liabilities only out of its own funds, including salaries of any employees, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 7. maintain an arm’s length relationship with any Affiliate and not enter into or be a party to any transaction with any other Person other than an arm’s length transaction (it being acknowledged by the Members that the Basic Documents satisfy the provisions of this Section 8(d)(v)(7)); 8. maintain adequate capital in light of its contemplated business operations, transactions and liabilities, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 9. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not guarantee or become obligated for the debts of any other entity, including any Affiliate, or hold out its credit or assets as being available to satisfy the obligations of others; 10. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not acquire obligations or securities of its other partners, members or shareholders; 11. use stationery, invoices and checks separate from those of any Affiliate; 12. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not borrow any funds or enter into any loan transactions as a borrower, guarantor or obligor, and not pledge its assets for the benefit of any other Person, including any Affiliate or make any loans or advances to any other Person; 13. at all times hold itself out to the public and all other Persons as a legal entity separate from the Economic Member and any other Person; 14. correct any known misunderstanding regarding its separate identity; 15. file its own tax returns, if any, as may be required under applicable law, to the extent (x) not part of a consolidated group filing a consolidated return or returns or (y) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; 16. maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; and 17. cause the 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. Failure of the Company or the Economic Member 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 Members.

LIMITATION ON ACTIVITIES. (i) This Section 8(d) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (ii) The So long as the Loans are outstanding, the Economic Member shall not, so long as any of the notes (the “Notes”) issued pursuant to the Indenture, dated as of the date hereof, among Toys PropCo, Toys “R” Us, Inc., the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”) (as heretofore and hereinafter amended, supplemented and/or otherwise modified from time to time, the “Indenture”), are outstanding, not amend, alter, change or repeal the definition of “Independent Member” or “Material Action” or Sections Section 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 or 30 or Schedule A of this Agreement without the unanimous written consent of the Independent Members. Subject to this Section 8(d), the Economic Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 30. (iii) The So long as the Loans are outstanding, the Company shall not incur, create or assume or suffer to permit the incurrence, creation or assumption of (1) any Liens (as defined in the IndentureCredit Facility) on or agreements granting rights in or restricting the use or development of all or any portion of the Property or any legal or beneficial interest therein, except for Permitted Liens (as defined in the IndentureCredit Facility) or as permitted under the Credit Facility or (2) indebtedness secured by an interest in the Company or any Subsidiary (as defined in the IndentureCredit Facility) or all or any part of the Property or any other property or assets of the Company or any Subsidiary or any interest therein, except for Permitted Liens or as permitted under the Credit Facility. (iv) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Economic Member, any Officer or any other Person, neither the Economic Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Members (including all Independent Members), to take any Material Action; provided, however, that no Material Action shall be consented to unless there are at least two (2) Independent Members then serving in such capacity. The TrusteeAdministrative Agent, on behalf of the holders of lenders under the NotesCredit Facility, shall be a third party beneficiary of this Section 8(d)(iv) and shall have the right to enforce the terms of this Section to their fullest extent. (v) For so long as any of the Notes Loans are outstanding, in addition to the other provisions set forth in this Agreement, the Company shall comply with the following (any references in this Section 8(d)(v) to “Affiliate,” “Person” or “others” shall be construed to exclude any of Toys PropCo, Xxxxx Real Estate Company, LLC, MAP Real Estate, LLC, TRU 2005 RE I, LLC, TRU 2005 RE II Trust and any other guarantors of the Notes Loans from time to time who are subsidiaries of Toys PropCo and have an organizational document containing substantially the terms of Section 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 and or 30 and (as applicable to the foregoing provisions) Schedule A hereof): 1. establish and maintain an office through which its business shall be conducted separate and apart from that of any of its Affiliates and shall allocate fairly and reasonably any overhead for shared office space; 2. maintain its own books and records and bank accounts separate and apart from those of any Affiliate or any other Person; 3. not commingle assets with those of any Affiliate (provided that funds and other assets of the Company may be paid as distributions to Economic Member and Economic Member may make capital contributions to the Company as set forth in this Agreement); 4. conduct its own business in its own name and strictly comply with all organizational formalities to maintain its separate existence; 5. maintain financial statements separate from any Affiliate; 6. pay its own liabilities only out of its own funds, including salaries of any employees, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 7. maintain an arm’s length relationship with any Affiliate and not enter into or be a party to any transaction with any other Person other than an arm’s length transaction (it being acknowledged by the Members that the Basic Documents satisfy the provisions of this Section 8(d)(v)(7)); 8. maintain adequate capital in light of its contemplated business operations, transactions and liabilities, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 9. except as may result from the execution, delivery and performance by the Company of of, or as permitted under, the Basic Documents, not guarantee or become obligated for the debts of any other entity, including any Affiliate, or hold out its credit or assets as being available to satisfy the obligations of othersothers or pledge its assets for the benefit of any other Person; 10. except as may result from the execution, delivery and performance by the Company of of, or as permitted under, the Basic Documents, not acquire obligations or securities of its other partners, members or shareholders; 11. use stationery, invoices and checks separate from those of any Affiliate; 12. except as may result from the execution, delivery and performance by the Company of of, or as permitted under, the Basic Documents, not borrow any funds or enter into any loan transactions as a borrower, guarantor or obligor, and not pledge its assets for the benefit of any other Person, including in each case with any Affiliate or make any loans or advances to any other PersonAffiliate; 13. at all times hold itself out to the public and all other Persons as a legal entity separate from the Economic Member and any other Person; 14. correct any known misunderstanding regarding its separate identity; 15. file its own tax returns, if any, as may be required under applicable law, to the extent (x) not part of a consolidated group filing a consolidated return or returns or (y) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; 16. maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; and 17. cause the 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. Failure of the Company or the Economic Member 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 Members.

LIMITATION ON ACTIVITIES. (i) This Section 8(d) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (ii) The So long as the Loans are outstanding, the Economic Member shall not, so long as any of the notes (the “Notes”) issued pursuant to the Indenture, dated as of the date hereof, among Toys PropCo, Toys “R” Us, Inc., the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”) (as heretofore and hereinafter amended, supplemented and/or otherwise modified from time to time, the “Indenture”), are outstanding, not amend, alter, change or repeal the definition of “Independent Member” or “Material Action” or Sections Section 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 or 30 or Schedule A of this Agreement without the unanimous written consent of the Independent Members. Subject to this Section 8(d), the Economic Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 30. (iii) The So long as the Loans are outstanding, the Company shall not incur, create or assume or suffer to permit the incurrence, creation or assumption of (1) any Liens (as defined in the IndentureCredit Facility) on or agreements granting rights in or restricting the use or development of all or any portion of the Property or any legal or beneficial interest therein, except for Permitted Liens (as defined in the IndentureCredit Facility) or as permitted under the Credit Facility or (2) indebtedness secured by an interest in the Company or any Subsidiary (as defined in the IndentureCredit Facility) or all or any part of the Property or any other property or assets of the Company or any Subsidiary or any interest therein, except for Permitted Liens or as permitted under the Credit Facility. (iv) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Economic Member, any Officer or any other Person, neither the Economic Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Members (including all Independent Members), to take any Material Action; provided, however, that no Material Action shall be consented to unless there are at least two (2) Independent Members then serving in such capacity. The TrusteeAdministrative Agent, on behalf of the holders of lenders under the NotesCredit Facility, shall be a third party beneficiary of this Section 8(d)(iv) and shall have the right to enforce the terms of this Section to their fullest extent. (v) For so long as any of the Notes Loans are outstanding, in addition to the other provisions set forth in this Agreement, the Company shall comply with the following (any references in this Section 8(d)(v) to “Affiliate,” “Person” or “others” shall be construed to exclude any of Toys PropCo, MAP Real Estate, LLC, TRU 2005 RE I, LLC, TRU 2005 RE II Trust and any other guarantors of the Notes Loans from time to time who are subsidiaries of Toys PropCo and have an organizational document containing substantially the terms of Section 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 and or 30 and (as applicable to the foregoing provisions) Schedule A hereof): 1. establish and maintain an office through which its business shall be conducted separate and apart from that of any of its Affiliates and shall allocate fairly and reasonably any overhead for shared office space; 2. maintain its own books and records and bank accounts separate and apart from those of any Affiliate or any other Person; 3. not commingle assets with those of any Affiliate (provided that funds and other assets of the Company may be paid as distributions to Economic Member and Economic Member may make capital contributions to the Company as set forth in this Agreement); 4. conduct its own business in its own name and strictly comply with all organizational formalities to maintain its separate existence; 5. maintain financial statements separate from any Affiliate; 6. pay its own liabilities only out of its own funds, including salaries of any employees, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 7. maintain an arm’s length relationship with any Affiliate and not enter into or be a party to any transaction with any other Person other than an arm’s length transaction (it being acknowledged by the Members that the Basic Documents satisfy the provisions of this Section 8(d)(v)(7)); 8. maintain adequate capital in light of its contemplated business operations, transactions and liabilities, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 9. except as may result from the execution, delivery and performance by the Company of of, or as permitted under, the Basic Documents, not guarantee or become obligated for the debts of any other entity, including any Affiliate, or hold out its credit or assets as being available to satisfy the obligations of othersothers or pledge its assets for the benefit of any other Person; 10. except as may result from the execution, delivery and performance by the Company of of, or as permitted under, the Basic Documents, not acquire obligations or securities of its other partners, members or shareholders; 11. use stationery, invoices and checks separate from those of any Affiliate; 12. except as may result from the execution, delivery and performance by the Company of of, or as permitted under, the Basic Documents, not borrow any funds or enter into any loan transactions as a borrower, guarantor or obligor, and not pledge its assets for the benefit of any other Person, including in each case with any Affiliate or make any loans or advances to any other PersonAffiliate; 13. at all times hold itself out to the public and all other Persons as a legal entity separate from the Economic Member and any other Person; 14. correct any known misunderstanding regarding its separate identity; 15. file its own tax returns, if any, as may be required under applicable law, to the extent (x) not part of a consolidated group filing a consolidated return or returns or (y) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; 16. maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; and 17. cause the 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. Failure of the Company or the Economic Member 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 Members.

LIMITATION ON ACTIVITIES. (i) This Section 8(d) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (ii) The Economic Member shall not, so long as any of the notes (the “Notes”) issued pursuant to the Indenture, dated as of the date hereof, among Toys PropCo, Toys “R” Us, Inc., the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”) (as heretofore and hereinafter amended, supplemented and/or otherwise modified from time to time, the “Indenture”), are outstanding, amend, alter, change or repeal the definition of “Independent Member” or “Material Action” or Sections 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 or 30 or Schedule A of this Agreement without the unanimous written consent of the Independent Members. Subject to this Section 8(d), the Economic Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 30. (iii) The Company shall not incur, create or assume or suffer to permit the incurrence, creation or assumption of (1) any Liens (as defined in the Indenture) on or agreements granting rights in or restricting the use or development of all or any portion of the Property or any legal or beneficial interest therein, except for Permitted Liens (as defined in the Indenture) or (2) indebtedness secured by an interest in the Company or any Subsidiary (as defined in the Indenture) or all or any part of the Property or any other property or assets of the Company or any Subsidiary or any interest therein. (iv) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Economic Member, any Officer or any other Person, neither the Economic Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Members (including all Independent Members), to take any Material Action; provided, however, that no Material Action shall be consented to unless there are at least two (2) Independent Members then serving in such capacity. The Trustee, on behalf of the holders of the Notes, shall be a third party beneficiary of this Section 8(d)(iv) and shall have the right to enforce the terms of this Section to their fullest extent. (v) For so long as any of the Notes are outstanding, in addition to the other provisions set forth in this Agreement, the Company shall comply with the following (any references in this Section 8(d)(v) to “Affiliate,” “Person” or “others” shall be construed to exclude any of Toys PropCo, Xxxxx Real Estate Company, LLC, MAP Real Estate, LLC, TRU 2005 RE I, LLC, TRU 2005 RE II Trust and any other guarantors of the Notes from time to time who are subsidiaries of Toys PropCo and have an organizational document containing substantially the terms of Section 4(c), 4(d), 4(e), 4(f), 6, 7, 8, 9, 11, 12, 13, 15, 16, 19, 20, 21, 22, 23, 24, 25, 28, 29 and 30 and (as applicable to the foregoing provisions) Schedule A hereof): 1. establish and maintain an office through which its business shall be conducted separate and apart from that of any of its Affiliates and shall allocate fairly and reasonably any overhead for shared office space; 2. maintain its own books and records and bank accounts separate and apart from those of any Affiliate or any other Person; 3. not commingle assets with those of any Affiliate (provided that funds of Company may be paid as distributions to Economic Member and Economic Member may make capital contributions to Company as set forth in this Agreement); 4. conduct its own business in its own name and strictly comply with all organizational formalities to maintain its separate existence; 5. maintain financial statements separate from any Affiliate; 6. pay its own liabilities only out of its own funds, including salaries of any employees, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 7. maintain an arm’s length relationship with any Affiliate and not enter into or be a party to any transaction with any other Person other than an arm’s length transaction (it being acknowledged by the Members that the Basic Documents satisfy the provisions of this Section 8(d)(v)(7)); 8. maintain adequate capital in light of its contemplated business operations, transactions and liabilities, provided that the foregoing shall not require the Economic Member to make any additional capital contributions to the Company; 9. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not guarantee or become obligated for the debts of any other entity, including any Affiliate, or hold out its credit or assets as being available to satisfy the obligations of others; 109. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not acquire obligations or securities of its other partners, members or shareholders; 1110. use stationery, invoices and checks separate from those of any Affiliate; 1211. except as may result from the execution, delivery and performance by the Company of the Basic Documents, not borrow any funds or enter into any loan transactions as a borrower, guarantor or obligor, and not pledge its assets for the benefit of any other Person, including any Affiliate or make any loans or advances to any other Person; 1312. at all times hold itself out to the public and all other Persons as a legal entity separate from the Economic Member and any other Person; 1413. correct any known misunderstanding regarding its separate identity; 1514. file its own tax returns, if any, as may be required under applicable law, to the extent (x) not part of a consolidated group filing a consolidated return or returns or (y) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; 1615. maintain its assets in such a manner that it is not more costly or difficult to segregate, identify or ascertain such assets; and 1716. cause the 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. Failure of the Company or the Economic Member 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 Members.