Common use of Separateness Covenants Clause in Contracts

Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, in order to preserve and ensure the Partnership's separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreement, the Partnership shall conduct its affairs in accordance with the following provisions: (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its Partners and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate records and books of account from those of its Partners and any affiliate. (c) All actions by the Partnership shall be authorized by the General Partner, who shall observe all necessary formalities in connection with such authorization. (d) It shall not commingle assets with those of its Partners or any affiliate. (e) It shall conduct its own business in its own name. (f) It shall maintain financial statements separate from its Partners and any affiliate. (g) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners or any affiliate. (h) It shall maintain an arm's length relationship with its Partners and any affiliate. (i) It shall not guarantee or become obligated for the debts of any other person or entity (including, without limitation, its Partners or any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others. (j) It shall use stationery, invoices and checks separate from its Partners and any affiliate. (k) It shall not pledge its assets for the benefit of any other person or entity (including, without limitation, its Partners or any affiliate). (l) It shall hold itself out as an entity separate from its Partners and any affiliate. (m) It shall not make any loans or advances to any third party (including, without limitation, any affiliate). (n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.

Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, in order to preserve and ensure the PartnershipCompany's separate and distinct identity, in addition to the other provisions set forth in this Partnership Company Agreement, the Partnership Company shall conduct its affairs in accordance with the following provisions: (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its Partners the Sole Member and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate records and books of account from those of its Partners the Sole Member and any affiliate. (c) All actions by the Partnership Company shall be authorized by the General PartnerSole Member, who shall observe all necessary formalities in connection with such authorization. (d) It shall not commingle assets with those of its Partners the Sole Member or any affiliate. (e) It shall conduct its own business in its own name. (f) It shall maintain financial statements separate from its Partners the Sole Member and any affiliate. (g) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners the Sole Member or any affiliate. (h) It shall maintain an arm's length relationship with its Partners the Sole Member and any affiliate. (i) It shall not guarantee or become obligated for the debts of any other person or entity (including, without limitation, its Partners the Sole Member or any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others. (j) It shall use stationery, invoices and checks separate from its Partners the Sole Member and any affiliate. (k) It shall not pledge its assets for the benefit of any other person or entity (including, without limitation, its Partners the Sole Member or any affiliate). (l) It shall hold itself out as an entity separate from its Partners the Sole Member and any affiliate. (m) It shall not make any loans or advances to any third party (including, without limitation, any affiliate). (n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.

Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as the First Mortgage exists on any obligation secured by portion of the Mortgage remains outstanding and not paid in fullProperty, in order to preserve and ensure the Partnership's its separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreementthe certificate of formation and/or operating agreement of the Borrower, the Partnership Borrower shall conduct its affairs in accordance with the following provisions: (ai) It shall establish and maintain an office through which its business shall be conducted separate and apart from those that of any of its Partners and members or affiliates or, if it shares office space with its parent or any affiliate and affiliate, it shall allocate fairly and reasonably any overhead for shared office space. (bii) It shall maintain separate records and books of account separate from those of its Partners and any member or affiliate. (ciii) All actions by the Partnership shall be authorized by the General Partner, who It shall observe all necessary formalities in connection with such authorization.limited liability company formalities. (CYPRESS/FAIRFIELD) (div) It shall not commingle assets with those of its Partners any member or any affiliate. (ev) It shall conduct its own business in its own name. (fvi) It shall maintain financial statements separate from any member or affiliate (notwithstanding the consolidated financial statements which may be maintained by its Partners and any affiliateOperating Member and/or its Managing Member, as defined in Borrower’s Company Agreement). (gvii) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners any member or any affiliate. (hviii) It shall maintain an arm's ’s length relationship with its Partners and any member or affiliate. (iix) It shall not guarantee or become obligated for the debts of any other person entity, including any member or entity (includingaffiliate, without limitation, its Partners or any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others. (jx) It shall use stationerystationary, invoices and checks separate from its Partners and any member or affiliate. (kxi) It shall not pledge its assets for the benefit of any other person entity, including any member or entity (including, without limitation, its Partners or any affiliate). (lxii) It shall hold itself out as an entity separate from its Partners and any member or affiliate. (m) It . For purpose of this Section 9.26, the following terms shall not make any loans or advances to any third party (including, without limitation, any affiliate). (n) It shall comply with its obligations under have the agreements and instruments evidencing the Mortgage.following meanings:

Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, This Section 12 is being adopted in order to preserve and ensure comply with certain provisions required in order to qualify the Partnership's separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreement, the Partnership Company as a “special purpose entity”. The Company shall conduct its affairs in accordance with the following provisionsmanner: (ai) It shall establish maintain (A) correct and maintain an complete corporate records and books of account and minutes of the meetings and the other proceedings of its members and board of managers and (B) such records, books and minutes separate from those of any other person; (ii) have its own principal executive and administrative office through which its business shall be is conducted separate and apart from those of its Partners any person, provided, however that such office(s) may be within the premises of and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space.leased from the Parent Group; (biii) It shall maintain separate records and books of account from those of its Partners and any affiliate. (c) All actions by the Partnership shall be authorized by the General Partner, who shall observe all necessary formalities in connection with such authorization. (d) It shall not commingle its assets with those of its Partners or any affiliate.other person; (eiv) It shall maintain books and records separate from any other person; (v) conduct its own business affairs in its own name.; (fvi) It shall maintain and periodically prepare separate financial statements separate from its Partners and any affiliate.in accordance with GAAP; (gvii) It shall pay any its own liabilities out of its own funds; (viii) strictly observe all organizational formalities, including salaries holding appropriate meetings in connection with the activities of its member and managers, as required by law, the Certificate of Formation or this Agreement; (ix) maintain an “arm’s-length relationship” with its Affiliates and the Member and cause all business transactions entered into by the Company with any of its Affiliates to be on terms that are not more or less favorable to the Company, as the case may be, than terms and conditions available at the time to the Company for comparable arm’s-length transactions with unaffiliated Persons; (x) pay the salaries, if any, of its own officers, managers and employees, not funds of its Partners or any affiliate.if any; (hxi) It shall maintain an arm's length relationship with its Partners and any affiliate. (i) It shall not guarantee or become obligated for the debts of any other person person, including any Affiliate, or entity (including, without limitation, its Partners or any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others.; (jxii) It shall use stationery, invoices invoices, checks and checks telephone numbers through which all business correspondence and communication are conducted separate from its Partners and those of any affiliate.other Person; (kxiii) It shall not pledge its assets for the benefit of any other person or entity (including, without limitation, its Partners or any affiliate).person; (lxiv) It shall hold itself out at all times as an a legal entity separate from its Partners and Member or any affiliate.other Person; (mxv) It not engage, directly or indirectly, in any business or purposes other than as required or permitted under this Agreement; (xvi) not engage in any merger, consolidation or liquidation transaction with any Person; (xvii) correct any known misunderstanding regarding its separate existence and identity; (xviii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xix) 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 limited liability company formalities; (xx) to the fullest extent permitted by law, not engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests except pursuant to the purposes and activities set forth in the Lease Agreement; (xxi) not acquire any securities of its Member or any of its Affiliates; (xxii) cause its Managers, Officers, agents and other representatives to act at all times with respect to it consistently and in furtherance of the foregoing; (xxiii) not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other); (xxiv) comply with the provisions of this Agreement; (xxv) not take any action in a manner inconsistent with this Agreement or the Lease Agreement; and (xxvi) not incur, create or assume any debt. Failure of the Company, or the Member or any Manager 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 any Manager. Furthermore, none of the foregoing covenants or any other covenants contained in this Agreement shall require the Member to make any loans or advances additional capital contributions to any third party (including, without limitation, any affiliate)the Company. (n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.

Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the limited liability company must observe certain covenants designed to make evident the special purpose entity's separateness from its affiliates. "Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Limited Liability Company to the contrary, the following shall govern: For so long as any obligation secured by mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], in order to preserve and ensure the Partnership's its separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreementthese articles of organization, the Partnership Limited Liability Company shall conduct its affairs in accordance with the following provisions: (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those that of any of its Partners affiliates and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate records and books of account from those of its Partners and any affiliate. (c) All actions by the Partnership shall be authorized by the General Partner, who shall observe all necessary formalities in connection with such authorization. (d) It shall not commingle assets with those of its Partners or any affiliate. (ed) It shall conduct its own business in its own name. (fe) It shall maintain financial statements separate from its Partners and any affiliate. (gf) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners or any affiliate. (g) It shall maintain an arm's length relationship with any affiliate. (h) It shall maintain an arm's length relationship with adequate capital in light of its Partners and any affiliatecontemplated business operations. (i) It shall not guarantee or become obligated for the debts of any other person or entity (includingentity, without limitation, its Partners or including any affiliate) and shall not , or hold out its credit as being available to satisfy the obligations of others. (j) It shall not acquire obligations or securities of its partners, members or shareholders. (k) It shall use stationery, invoices and checks separate from its Partners and any affiliate. (kl) It shall not pledge its assets for the benefit of any other person entity, including any affiliate or entity (including, without limitation, its Partners make any loans or advances to any affiliate)other person. (lm) It shall hold itself out as an entity separate from its Partners and any affiliate. (m) It shall not make any loans or advances to any third party (including, without limitation, any affiliate). (n) It shall comply correct any known misunderstanding regarding its separate identity. (o) At all times all managing members shall be a special purpose corporate member with its obligations under the agreements and instruments evidencing the Mortgage.at least two (2)

Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, in order to preserve and ensure the PartnershipCompany's separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreement, the Partnership Company shall conduct its affairs in accordance with the following provisions: (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its Partners the Sole Member and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate records and books of account from those of its Partners the Sole Member and any affiliate. (c) All actions by the Partnership Company shall be authorized by the General PartnerSole Member, who shall observe all necessary formalities in connection with such authorization. (d) It shall not commingle assets with those of its Partners the Sole Member or any affiliate. (e) It shall conduct its own business in its own name. (f) It shall maintain financial statements separate from its Partners the Sole Member and any affiliate. (g) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners the Sole Member or any affiliate. (h) It shall maintain an arm's length relationship with its Partners the Sole Member and any affiliate. (i) It shall not guarantee or become obligated for the debts of any other person or entity (including, without limitation, its Partners the Sole Member or any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others. (j) It shall use stationery, invoices and checks separate from its Partners the Sole Member and any affiliate. (k) It shall not pledge its assets for the benefit of any other person or entity (including, without limitation, its Partners the Sole Member or any affiliate). (l) It shall hold itself out as an entity separate from its Partners the Sole Member and any affiliate. (m) It shall not make any loans or advances to any third party (including, without limitation, any affiliate). (n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.

Separateness Covenants. Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, in order to preserve and ensure the Partnership's separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreement, the Partnership shall conduct its affairs in accordance with the following provisions: (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its Partners and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate corporate records and books of account from those of its Partners and any affiliate. (c) All actions by the Partnership shall be authorized by the General Partner, Partner who shall observe all necessary formalities in connection with such authorization. The General Partner's Board of Directors and the Limited Partner's Board of Directors each shall include at least one individual who is an Independent Director. (d) It shall not commingle assets with those of its Partners or and any affiliate. (e) It shall conduct its own business in its own name. (f) It shall maintain financial statements separate from its Partners and any affiliate. (g) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners or any affiliate. (h) It shall maintain an arm's length relationship with its Partners and any affiliate. (i) It shall not guarantee or become obligated for the debts of any other person or entity (includingentity, without limitation, including its Partners or any affiliate) and shall not affiliate or hold out its credit as being available to satisfy the obligations of others. (j) It shall use stationery, invoices and checks separate from its Partners and any affiliate. (k) It shall not pledge its assets for the benefit of any other person or entity (includingentity, without limitation, including its Partners or and any affiliate). (l) It shall hold itself out as an entity separate from its Partners and any affiliate. (m) It shall not make any loans or advances to any third party (including, without limitation, including any affiliate). (n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.

Separateness Covenants. In order to demonstrate that it is a bankruptcy remote entity not at risk of having its assets substantively consolidated with those of another entity, the partnership must observe certain covenants designed to make evident the special purpose entity's separateness from its affiliates. "Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Partnership to the contrary, the following shall govern: For so long as any obligation secured by mortgage lien exists on the Mortgage remains outstanding and not paid in full[Property] [use other term for the real estate if necessary], in order to preserve and ensure the Partnership's its separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreementpartnership agreement, the Partnership shall conduct its affairs in accordance with the following provisions: (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those that of any of its Partners and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate partnership records and books of account from those of its Partners and any affiliate. (c) All actions by the Partnership shall be authorized by the General Partner, who shall observe all necessary formalities in connection with such authorization. (d) It shall not commingle assets with those of its Partners or any affiliate. (ed) It shall conduct its own business in its own name. (e) It shall observe all partnership formalities. (f) It shall maintain financial statements separate from its Partners and any affiliate. (g) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of its Partners or any affiliate. (h) It shall maintain an arm's length relationship with its Partners and any affiliate. (i) It shall maintain adequate capital in light of its contemplated business operations. (j) It shall not guarantee or become obligated for the debts of any other person or entity (includingentity, without limitation, its Partners or including any affiliate) and shall not , or hold out its credit as being available to satisfy the obligations of others. (jk) It shall not acquire obligations or securities of its partners, members or shareholders. (l) It shall use stationery, invoices and checks separate from its Partners and any affiliate. (km) It shall not pledge its assets for the benefit of any other person entity, including any affiliate or entity (including, without limitation, its Partners make any loans or advances to any affiliate)other person. (ln) It shall hold itself out as an entity separate from its Partners and any affiliate. (mo) It shall not make correct any loans or advances to any third party (including, without limitation, any affiliate)known misunderstanding regarding its separate identity. (np) It At all times have all of its general partners shall comply be special purpose corporate entities with its obligations under the agreements and instruments evidencing the Mortgage.at least two (2)

Separateness Covenants. Notwithstanding The funds and other assets of the Company shall not be commingled with those of any provision hereof to other Person (other than a Subsidiary), and the contrary, Company shall maintain its accounts separate from the following shall govern: For so long as Members and any obligation secured by other Person (other than the Mortgage remains outstanding and not paid in full, in order to preserve and ensure the Partnership's separate and distinct identity, in addition to the other provisions set forth in this Partnership Agreement, the Partnership shall conduct its affairs in accordance with the following provisions:Subsidiaries). (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its Partners and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate records and books of account from those of its Partners and any affiliate. (c) All actions by the Partnership shall be authorized by the General Partner, who shall observe all necessary formalities in connection with such authorization. (d) It The Company shall not commingle assets with those hold itself out as being liable for the debts of its Partners or any affiliate. other Person (e) It other than a Subsidiary), and shall conduct its own business in its own name. (fb) It The Company shall maintain financial statements separate from act solely in its Partners limited liability company name and any affiliatethrough its duly authorized Members, Manager, or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the Person or assets with which they are concerned. (gc) It The Company shall pay any liabilities out maintain separate records, books of account and financial statements, and shall not commingle its own funds, including salaries records and books of account with the records and books of account of any employees, not funds of its Partners other Person (other than the Subsidiaries) or any affiliateMember. (hd) It Meetings of the Members to authorize limited liability company actions may be held in person or by telephone conference call. The Company shall maintain an arm's length relationship with its Partners and any affiliateobserve all formalities required by this Agreement. (ie) It The Company shall at all times ensure that its capitalization is adequate in light of its business and purpose. (f) Except as otherwise provided in this Agreement, neither the Members nor the Manager shall guarantee, become liable for or hold itself out as being liable for the debts of the Company. The Company shall not guarantee or become obligated for the debts of the Members or the Manager, any Affiliate thereof or any other person Person (other than the Subsidiaries), or entity (including, without limitation, its Partners or any affiliate) and shall not otherwise hold out its credit as being available to satisfy the obligations of others. any Member, the Manager or any other Person (j) It shall use stationeryother than the Subsidiaries), invoices and checks separate from its Partners and any affiliate. (k) It shall not pledge its assets for the benefit of any Person (other person than the Subsidiaries), shall not make loans or entity advances to any Person (includingother than the Subsidiaries), without limitationand shall not acquire obligations or securities of any Member, its Partners the Manager or any affiliate)Affiliate thereof. (g) The Company shall pay its own liabilities out of its own funds. (h) The Company shall maintain an arm's-length relationship with its Affiliates. (i) The Company shall allocate fairly and reasonably any overhead for office space shared with any Member or the Manager. (j) The Company shall use its own separate stationery, invoices, checks and other business forms. (k) The Company shall correct any known misunderstanding regarding its separate identity. (l) It shall hold itself out as an entity separate from its Partners and Failure of the Company, any affiliate. (m) It Member or the Manager on behalf of the Company to comply with any of the covenants in this Section 2.16 or any of the covenants contained in this Agreement shall not make affect the status of the Company as a separate legal entity or the limited liability of the Members, or any loans or advances to any third party (including, without limitation, any affiliate)Manager. (n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.

Separateness Covenants. Notwithstanding 18.1 So long as there are any provision hereof Obligations outstanding, without the prior written consent of Lenders and/or the then-current holders or servicers of the Loans, the Company: (i) shall have as its sole purpose as described in Section 1.3, and shall not engage in any business other than as is incident, necessary and appropriate to accomplish the foregoing; (ii) shall not own any assets other than the Membership Interests in Congress Center, LLC, and such assets are and will be owned and held solely by the Company in its own name; (iii) except as permitted by the Loan Documents, shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any Obligations); (iv) shall not enter into any contract, transaction or agreement with the Member or any Affiliate or constituent party of the Company or the Member except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on arm-lengths basis with third parties other than the Member or such Affiliate or constituent party; (v) shall not make any loans or advances in the nature of loans to the contraryMember or any other Affiliate of the Company or any constituent party to any thereof or to any other Person, and shall not purchase or hold obligations or securities of the Member or any of its Affiliates or constituent parties. Legal distributions by the Company to the Members shall not be deemed to violate this provision; (vi) shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own assets as the same shall become due, and shall not pay the expenses or liabilities of any other Person (including any of its Affiliates or constituent parties); (vii) shall do all things reasonably necessary to observe organizational formalities and preserve its existence; (viii) shall not amend, modify or otherwise change this Agreement, the following Certificate (other than as required by law) or any other governing document including, without limitation, this Section 18; (ix) shall govern: For so long as maintain its financial statements, bank accounts, books and records in its own name and separate from those of any obligation secured of its Affiliates, its constituent parties and any other Person, provided, however, the Company’s assets may be included in a consolidated financial statement of its Affiliates if (x) inclusion on such a consolidated financial statement is required to comply with the requirements of generally acceptable accounting principles, (y) such consolidated financial statements contain a footnote to the effect that the Company’s assets are owned by the Mortgage remains outstanding Company, that the Company’s separate assets and liabilities are neither available to pay the debts of its Affiliates nor constitute obligations of its Affiliates, and that they are being included on the financial statements of its Affiliates solely to comply with generally accepted accounting principles, and (z) its assets and liabilities are listed on the Company’s own balance sheet; and it shall use commercially reasonable efforts not paid to permit its assets to be listed as assets on the financial statements of any other Person, provided, however, that such restriction shall not preclude any Person from listing its ownership interests in fullthe Company as an asset on its financial statements; (x) unless otherwise mandated by applicable law or if under applicable law the Company is treated as a so called “disregarded entity,” shall file its tax returns, in order if any, separate from those of any other Person, and shall not file consolidated tax returns with any other Person at the federal or state level; (xi) shall at all times hold itself out to preserve and ensure the Partnership's public as a legal entity separate and distinct identityfrom any other entity (including any Affiliate of the Company or any constituent party of the Company), in addition to the other provisions set forth in this Partnership Agreementshall correct any known misunderstanding regarding its status as a separate entity, the Partnership shall conduct its affairs in accordance with the following provisions: (a) It shall establish and maintain an office through which its business shall be conducted separate and apart from those of its Partners and any affiliate and it shall allocate fairly and reasonably any overhead for shared office space. (b) It shall maintain separate records and books of account from those of its Partners and any affiliate. (c) All actions by the Partnership shall be authorized by the General Partner, who shall observe all necessary formalities in connection with such authorization. (d) It shall not commingle assets with those of its Partners or any affiliate. (e) It shall conduct its own business in its own name., and shall not identify itself or any of its Affiliate as a division or part of the other; (fxii) It shall maintain financial statements separate from adequate capital for the normal obligations reasonably foreseeable in a business of its Partners size and any affiliate.character and in light of its contemplated business operations; (gxiii) It shall pay use only checks bearing its own name and not that of any liabilities out Member or any of its own fundsAffiliates or any other Person; (xiv) to the fullest extent permitted by law, including salaries shall not seek or consent to any dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of the Company; (xv) shall not commingle any of its funds or other assets with those of any employeesMember, not funds of its Partners any Affiliate, or any affiliate.of their constituent parties or any other Person; (hxvi) It shall maintain an arm's length relationship with its Partners and assets in such a manner that it would not be costly or difficult to segregate, ascertain or identify its individual assets from those of any affiliate.Affiliate or any other Person; (ixvii) It shall not guarantee or assume, guarantee, become obligated for or hold itself out to be responsible for the debts or obligations of any other person Person (including any of its Affiliates or entity (including, without limitation, its Partners constituent parties) or the decisions or actions respecting the daily business or affairs of any affiliate) and shall not hold out its credit as being available to satisfy the obligations of others.other Person; (jxviii) It shall use stationery, invoices and checks separate from its Partners and any affiliate. (k) It shall not pledge its assets for the benefit of any other person Person (other than Administrative Agent under, and pursuant to, and as such term is defined in, the Loan Documents); provided that the Company may pledge its Membership Interest in Congress Center, LLC to any or entity all of the Lenders as security for the Loans; (xix) shall not request, require or permit any other Person to guaranty or become obligated for its debts, except as required by Administrative Agent in the Environmental Indemnity Agreement and the Guaranty, if any (as such terms are defined in the Loan Documents) or, in the case of the general partner of a partnership, as may occur under applicable law; (xx) shall not permit any Affiliate or any constituent party independent (i.e., other than on behalf of the Company) access to its bank accounts; (xxi) shall pay the salaries of its own employees, if any, from its own funds and shall maintain a sufficient number of employees in light of its contemplated business operations; and (xxii) shall allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, without limitation, its Partners expenses incurred for shared office space and services performed for it by any employee of an Affiliate. 18.2 Notwithstanding any other provision to the contrary in this Agreement, so long as there are any Obligations outstanding, neither the Company nor any other Person on behalf of the Company shall file or consent to the filing of any petition, either voluntary or involuntary, take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors except with the consent of the Members; Failure of the Company, or any affiliate). (l) It shall hold itself out as an entity separate from its Partners and Member or the Manager on behalf of the Company, to comply with any affiliate. (m) It of the foregoing covenants or any other covenants in this Agreement shall not make any loans effect the status of the company as a separate legal entity or advances to any third party (including, without limitation, any affiliate)the limited liability of the Members or the Manager. (n) It shall comply with its obligations under the agreements and instruments evidencing the Mortgage.