Common use of Separateness Provisions Clause in Contracts

Separateness Provisions. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, the Company will observe the following covenants: (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organization formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person, except that the Company’s assets may be included in a consolidated financial statement of an Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle its assets or funds with those of any other Person; (x) not assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any Affiliate to guarantee or pay its obligations (other than the TCR Guarantors and direct or indirect owners of the Company); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the Company.

Separateness Provisions. In order to The Borrower shall maintain its status existence separate and distinct from any other Person, including taking the following actions: (a) maintaining in full effect its existence, rights and franchises as a separate entity limited liability company under the laws of the formation state and obtaining and preserving its qualification to avoid any confusion do business in each jurisdiction in which such qualification is or potential consolidation with any Affiliateshall be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated hereby and thereby; (b) maintaining its own deposit accounts, the Company will observe the following covenants: (i) maintain books and records and bank accounts separate from those of any other Person; , any of its officers and their respective Affiliates; (iic) maintain conducting all material transactions between the Borrower and any of its Affiliates on an arm’s length basis and on a commercially reasonable basis; (d) conducting its affairs separately from those of any other Person, any of its officers or any of their respective Affiliates and maintaining accurate and separate books, records and accounts and financial statements; (e) acting solely in its own limited liability company name and not that of any other Person, any of its officers or any of their respective Affiliates, and at all times using its own stationery, invoices and checks separate from those of any other Person, any of its officers or any of their respective Affiliates; (f) not holding itself out as having agreed to pay, or as being liable for, the, obligations of the Member or any of its respective Affiliates; (g) maintaining all of its assets in such a manner that it is its own name and not difficult commingling its assets with those of any other Person; (h) paying its own operating expenses and other liabilities out of its own funds; (i) observing all limited liability company formalities, including maintaining meeting minutes or records of meetings and acting on behalf of itself only pursuant to segregate or identify such due authorization, required hereby and by the Certificate; (j) maintaining adequate capital for the normal obligations reasonably foreseeable in light of its contemplated business operations; (k) paying its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own assets; ; (iiil) comply with all organization formalities necessary to maintain its separate existence; (iv) hold holding itself out to creditors and the public as a legal entity separate and distinct from any other entity; Person. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Shortfin Solar, LLC 3000 Xxxxxxxxx Xxx Xxx Xxxxx, XX 00000 Attention: General Counsel Telephone: (v000) maintain separate financial statements000-0000 Facsimile: (000) 000-0000 Electronic Mail: cxxxxxxxx@xxxxxxxxx.xxx Taxpayer Identification Number: [***] [***] 3000 Xxxxxxxxx Xxx Xxx Xxxxx, showing its assets XX 00000 Attention: General Counsel Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: cxxxxxxxx@xxxxxxxxx.xxx Taxpayer Identification Number: [***] SolarCity Corporation 3000 Xxxxxxxxx Xxx Xxx Xxxxx, XX 00000 Attention: General Counsel Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: cxxxxxxxx@xxxxxxxxx.xxx Taxpayer Identification Number: [***] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and liabilities separate filed separately with the Securities and apart from those of any other Person and not have its assets listed on any financial statement of any other Person, except that the Company’s assets may be included in a consolidated financial statement of an Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle its assets or funds with those of any other Person; (x) not assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any Affiliate to guarantee or pay its obligations (other than the TCR Guarantors and direct or indirect owners of the Company); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the CompanyExchange Commission.

Separateness Provisions. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, the The Company will observe the following covenants: shall: (ia) maintain books and records and bank accounts separate from those of any other Person; Person or Entity; (iib) maintain its assets and liabilities in its own name and in such a manner that it is not costly or difficult to segregate segregate, identify or identify ascertain such assets; assets and liabilities; (iii) comply with all organization formalities necessary to maintain its separate existence; (ivc) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; Entity; (vd) maintain hold regular Member meetings, as appropriate, to conduct the business of the Company, and observe all other legal formalities; (e) prepare separate tax returns and financial statements, showing statements and not permit its assets and or liabilities separate and apart from those to be listed as assets or liabilities on the financial statements of any other Person and not have its assets listed on any financial statement Entity, or if part of any other Person, except that the Company’s assets may be included in a consolidated financial statement group, then it will be shown as a separate member of an Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate; group; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (viif) allocate and charge fairly and reasonably the cost of any common employee or overhead shared with Affiliates; an affiliate by entering into a Services Agreement with such affiliate, such Services Agreement to be approved by the Members; (viiig) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of this Agreement, not enter into any transaction transact all business with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available affiliates on an arm’s-length basis and pursuant to enforceable agreements, the terms of which are intrinsically fair, commercially reasonable and are no less favorable than would be obtained in a comparable transaction with an unrelated third parties; party; (ixh) conduct business in its own name, and use separate stationery, invoices and checks; (i) not commingle its assets or funds with those of any other Person; Person or Entity; (xj) not assume, guarantee guaranty or pay the debts or obligations of any other Person; Person or Entity or hold out its credit as being available to satisfy the obligations of others; (xik) neither make any loans or advances to any Person or Entity nor hold evidence of indebtedness issued by any Person or Entity; (l) timely pay all of its tax obligations; (m) pay its own liabilities only out of its own funds; (n) not pledge its assets for the benefit of any other Person or Entity; (o) pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business operations; (p) correct any known misunderstanding as to regarding its separate identity; ; (xiiq) not permit acquire any Affiliate securities or obligations of its officers, directors, managers, members or any affiliate; (r) cause the Members and other representatives of the Company to guarantee or pay act at all times with respect to the Company consistent and in furtherance of the foregoing and in the best interests of the Company while simultaneously considering the interests of its obligations creditors; (other than the TCR Guarantors and direct or indirect owners s) maintain adequate capital in light of the Company)’s contemplated business purpose, transactions and liabilities; (t) remain solvent and pay all of its debts and liabilities from its assets as they become due; and (xiiiu) not make loans identify any of its Members or advances to any affiliate thereof or any affiliate of the Company as a division or part of the Company, and will not identify itself as a division or part of any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the CompanyEntity.

Separateness Provisions. In order to The Borrower Parties shall maintain its status their existence separate and distinct from any other Person, including taking the following actions: Maintaining in full effect each such party’s existence, rights and franchises as a limited liability company existing under the laws of the State of Delaware and obtaining and preserving their respective qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of its respective LLC Agreement and each other instrument or agreement necessary or appropriate to properly administer its respective LLC Agreement and permit and effectuate the transactions contemplated in its respective LLC Agreement; Maintaining their own deposit accounts, separate entity from those of the Pledgor and its respective Affiliates; Conducting all material transactions between each Borrower Party and any of their respective Affiliates on an arm’s length basis on commercially reasonable terms; Allocating fairly and reasonably the cost of any shared office space with the Pledgor or any of its respective Affiliates; Conducting their affairs separately from those of the Pledgor or any of its respective Affiliates and maintaining accurate and separate books, records and accounts; Acting solely in their own limited liability company name and not that of any other Person, including the Pledgor or any of its respective Affiliates, and at all times use their own stationary, invoices and checks separate from those of the Pledgor and its respective Affiliates; Not holding itself out as having agreed to avoid any confusion pay, or potential consolidation with any Affiliateas being liable for, the Company will observe obligations of the following covenants: (i) maintain books and records and bank accounts separate from Pledgor or any of its respective Affiliates; Not commingling their assets with those of any other Person; Paying their own obligations out of their own funds; Observing all corporate formalities required under its LLC Agreement and, in the case of the Borrower, its Certificate of Formation, dated July 18, 2008 (iias amended June 2, 2010), in the case of the Procurement Sub, its Certificate of Formation, dated June 2, 2010 and, in the case of the Project Owner, its Certificate of Formation, dated February 26. 2008; Paying the salaries of their own employees; Not acquiring obligations of their members or any of their respective Affiliates; Each such Borrower Party holding itself out as a separate entity; Not forming, acquiring or holding any subsidiaries; Paying their debts and liabilities (including, as applicable, shared personnel and overhead expenses) maintain from their own assets; Maintaining separate financial statements (including not listing its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organization formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and on the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement statements of any other Person, except ); provided that the Company’s Borrower Parties’ assets may be included in a consolidated financial statement of an Affiliate its Affiliates so long as (i) appropriate notation is notations are made on such consolidated financial statements to indicate the separateness of the Company from Borrower Parties and such AffiliateAffiliates and to indicate that the Borrower Parties’ assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on each Borrower Party’s own separate balance sheet; (vi) prepare and file its Filing each Borrower Party’s own tax returns separate from those of any Person (to the extent required by applicable law, and pay any taxes such Borrower Party is required to be paid by applicable law; (vii) allocate and charge fairly and reasonably file any common employee or overhead shared with Affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle its assets or funds with those of any other Person; (x) not assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any Affiliate to guarantee or pay its obligations (other than the TCR Guarantors and direct or indirect owners of the Companysuch tax returns); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the Company.

Separateness Provisions. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliate, the Company will observe the following covenants: (i) maintain books and records and bank accounts separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organization formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person, except that the Company’s assets may be included in a consolidated financial statement of an Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (viii) except for capital contributions, capital distributions or other transactions transaction permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle its assets or funds with those of any other Person; (x) not no assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any Affiliate to guarantee or pay its obligations (other than the TCR Guarantors and direct or indirect owners of the Company); (xiii) not make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the Company.

Separateness Provisions. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliateaffiliate, Borrower represents and warrants that in the Company conduct of its operations since its organization it has and will continue to observe the following covenants: covenants (collectively, the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other Personperson or entity; (ii) maintain its assets in such a manner that it is not costly or difficult to segregate segregate, identify or identify ascertain such assets; (iii) comply with all organization organizational formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person, person or entity except that the CompanyBorrower’s assets may be included in a consolidated financial statement of an Affiliate its’ affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company Borrower from such Affiliateaffiliate and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliate or any other person or entity; (vi) prepare and file its own tax returns separate from those of any Person person or entity to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliatesaffiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliateaffiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (ix) conduct business in its own name, and use separate stationery, invoices and checks bearing its own name; (x) not commingle its assets or funds with those of any other Personperson or entity; (xxi) not assume, guarantee or pay the debts or obligations of any other Personperson or entity; (xixii) correct any known misunderstanding as to its separate identity; (xiixiii) not permit any Affiliate affiliate to guarantee or pay its obligations (other than guarantees and indemnities pursuant to the TCR Guarantors and direct or indirect owners of the CompanyLoan Documents); (xiiixiv) not make loans or advances to any other Personperson or entity; and (xivxv) pay its liabilities and expenses out of and from its own funds (to the extent there exists sufficient cash flow from the Property to do so); (xvi) maintain a sufficient number of employees in light of its contemplated business operation and pay the salaries of its own fundsemployees, if any, only from its own funds (to the extent there exists sufficient cash flow from the Property to do so); provided(xvii) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character in light of its contemplated business operations (to the extent there exists sufficient cash flow from the Property to do so); and (xviii) cause the managers, howeverofficers, that none employees, agents and other representatives of Borrower to act at all times with respect to Borrower consistently and in furtherance of the foregoing and in the best interests of Borrower. Failure of Borrower to comply with any of the covenants contained in this Section or any other covenants contained in this Agreement shall require any Member to make additional capital contributions, loans or other advances to not affect the Companystatus of Borrower as a separate legal entity.

Separateness Provisions. In order Notwithstanding any other provisions of this Agreement to maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliatethe contrary, the Company will observe the following covenants: Partnership shall: (i) maintain books and records and bank accounts separate from those of any other Person; person or entity; (ii) maintain its assets in such a manner that it is not difficult to segregate bank accounts separate from any other person or identify such assets; entity; (iii) comply not commingle its assets with those of any other person or entity and hold all organization formalities necessary to maintain of its separate existence; assets in its own name; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; conduct its own business in its own name; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person person or entity and file, or cause to be filed, a separate federal information tax return for the Partnership; (vi) pay its own liabilities and expenses only out of its own funds; (vii) observe all partnership and other organizational formalities; (viii) maintain a commercially reasonable relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and an arms length terms; (ix) pay the salaries of its own employees from its own funds; (x) maintain a sufficient number of employees in light of its contemplated business operations; (xi) not have its assets listed on any financial statement guarantee or become obligated for the debts of any other Person, except that the Company’s assets may be included in a consolidated financial statement of an Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate; entity or person; (vi) prepare and file its own tax returns separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (viii) except for capital contributions, capital distributions or other transactions permitted under the terms and conditions of this Agreement, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ixxii) not commingle hold out its assets or funds with those of any other Person; (x) not assume, guarantee or pay credit as being available to satisfy the debts or obligations of any other Person; person or entity; (xixiii) not acquire the obligations or securities of its Affiliates or owners, including partners, members or shareholders, as appropriate; (xiv) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity (other than cash and investment-grade securities); (xv) allocate fairly and reasonably (and pay or charge for, as applicable) any overhead expenses that are shared with an Affiliate, including paying for office space provided by and services performed by any employee of an Affiliate; (xvi) use separate stationary, invoices, and checks bearing its own name; (xvii) not pledge its assets for the benefit of any other person or entity; (xviii) hold itself out as a separate entity; (xix) correct any known misunderstanding as to regarding its separate identity; ; (xiixx) not permit identify itself as a division of any Affiliate other person or entity; (xxi) maintain its assets in such a manner that it would not be costly or difficult to guarantee segregate, ascertain, or pay identify its obligations assets from those of any other person or entity; (other than the TCR Guarantors and direct or indirect owners xxii) maintain adequate capital in light of the Company)its contemplated business operations; and (xiiixxiii) not make loans acquire, hold or advances to form any subsidiary or own any equity interest in any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the Companyentity.

Separateness Provisions. In order to So long as any Obligation remains outstanding, the board of directors shall cause the Company, and the Company shall: (1) maintain full and complete financial records in accordance with generally accepted accounting principles and maintain its status as a separate entity and to avoid any confusion or potential consolidation with any Affiliatebooks, the Company will observe the following covenants: (i) maintain books and records and bank accounts as official records separate from those of any other Person; ; (ii) maintain its assets in such a manner that it is not difficult to segregate or identify such assets; (iii) comply with all organization formalities necessary to maintain its separate existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v2) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, except however, that the Company’s assets may be included in a consolidated financial statement of an its Affiliate so long as provided that (A) appropriate notation is shall be made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate and to indicate that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Company’s own separate balance sheets; (3) at all times hold itself out to the public and all other Persons as a legal entity separate from its members and from any other Person (including any Affiliate; ); (vi4) prepare conduct its business only in its own name and strictly comply with all organizational formalities to maintain its separate existence, including maintaining its own records, books, resolutions and other entity documents; (5) not use any trade names, fictitious names, assumed names or “doing business” names that are similar to any used by any Affiliate and not share any common logo with any Affiliate; (6) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person; (7) not hold itself out to be responsible for or have its credit or assets available to satisfy the debts or obligations of any other Person; (8) file its own tax returns separate from those of any other Person (except to the extent that the Company is treated as a “disregarded entity” for tax purposes and is not required by to file tax returns under applicable law, ) and pay any taxes required to be paid by under applicable law; ; (vii9) allocate not commingle its assets with assets of any other Person (including not participating in any cash management system with any Person) and charge fairly hold its own assets in its own name (except to the extent otherwise provided in the Financing Documents); (10) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Person; (11) pay its own liabilities and reasonably expenses only out of its own funds; (12) not share with any common employee other Person any expenses for personnel, overhead or overhead shared office space; (13) pay the salaries of its own employees, if any, only from its own funds; (14) not enter into any transaction with Affiliates; (viii) any Affiliate of the Company except for on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, other than capital contributions, contributions or capital distributions or other transactions permitted under the terms and conditions of this the Credit Agreement; (15) use separate stationery, invoices and checks bearing its own name; (16) except for Permitted Liens, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix) not commingle pledge its assets or funds with those for the benefit of any other Person; ; (x) not assume, guarantee or pay the debts or obligations of any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any Affiliate to guarantee or pay its obligations (other than the TCR Guarantors and direct or indirect owners of the Company); (xiii17) not make loans or advances to any Person or buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities or to employees for business expenses incurred in the ordinary course of business); (18) not assume or guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person; ; (19) be solvent and maintain adequate capital and a sufficient number of employees in light of its contemplated business purpose, transactions and liabilities; (xiv20) pay not acquire any obligation or securities of any member or any Affiliate of the Company; (21) not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any entity; (22) not become involved in the day-to-day management of any other Person; (23) have a board of directors separate from that or those of its liabilities members and expenses out any other Person; (24) cause its board of directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Georgia limited liability company formalities; (25) cause its members, officers, agents and other representatives to act at all times in a manner consistent with and in furtherance of the foregoing and in the best interests of itself; (26) not incur any indebtedness that is not Permitted Indebtedness, as defined in the Credit Agreement; (27) to the extent restricted by the Financing Documents, not amend, alter or change the terms of its own funds; providedOrganic Documents in any material respect unless the Administrative Agent consents. Fees pursuant to fee letter dated November 19, however2007, that none addressed to Southwest Georgia Ethanol, LLC from Mxxxxx Xxxxxx & Company, Inc. Fxxxx XXX 71.2 % 131,642 56,373 75,269 8,655 9,737 7,530 7,530 5,842 6,621 5,193 4,039 5,842 2,856 2,337 2,741 6,347 0 0 Owner’s Scope 11.7 % 21,619 10,782 10,837 1,246 1,402 1,084 1,084 841 953 748 582 841 411 336 395 914 0 0 Organization & Pre-Production Costs 2.1 % 3,954 1,299 2,655 305 343 266 266 206 234 183 142 206 101 82 97 224 0 0 Rail Cars 0.6 % 1,040 0 1,040 120 135 104 104 81 91 72 56 81 39 32 38 88 0 0 Interest During Construction 4.8 % 8,914 2,111 6,804 73 73 692 73 73 1,208 73 73 1,612 73 73 1,892 816 73 1,583 Cumulative Uses of the foregoing shall require any Member to make additional capital contributions, loans or other advances to the Company.Funds 85,598 — 96,004 106,160 115,843 124,906 131,954 141,067 147,340 152,235 160,822 164,305 167,168 172,332 180,726 180,726 184,266 Priority of Funding Available Total Used Cumulative — — 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 74,916 Cumulative — — 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 C/T Loan 100,000 99,350 10,156 9,682 9,063 7,048 9,113 6,273 4,895 8,587 3,483 2,863 5,164 8,394 0 3,539 Cumulative — — 21,245 30,927 39,990 47,038 56,151 62,424 67,319 75,906 79,389 82,252 87,417 95,811 95,811 99,350 Cumulative 106,160 115,843 124,906 131,954 141,067 147,340 152,235 160,822 164,305 167,168 172,332 180,726 180,726 184,266