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(i) <br />(p) <br />(q) <br />201400400 <br />Borrower will make investments directly or by brokers engaged and paid by the <br />Borrower or its agents (provided that if any such agent is an affiliate of the Borrower it <br />shall be compensated at a fair market rate for its services). <br />(j) Borrower will maintain books, accounting records and other corporate documents and <br />records, financial statements, bank accounts and payroll accounts separate from those <br />of its affiliates, any constituent party and any other person. If required by law to file <br />tax returns, Borrower will file its own tax returns (if required by applicable law) and <br />characterize itself as a separate entity (except to the extent it is treated as a disregarded <br />entity solely for tax purposes) from any affiliate or other person in each and every <br />report, tax return or financial statement. <br />(k) Borrower will separately manage the Borrower's liabilities from those of any affiliate <br />and pay from its assets (to the extent available) all of its own obligations, indebtedness <br />and liabilities, including all administrative expenses and compensation to employees, <br />consultants or agents, and all operating expenses, except that the Borrower's members, <br />partners or beneficial owners may pay the Organizational Expenses of the Borrower. <br />(1) Borrower will not become involved in the day -to -day management of any other person. <br />(m) Borrower will be, and at all times will hold itself out to the public as, a legal entity <br />separate and distinct from any other entity (including any of its managers, members, <br />any affiliate of Borrower, any constituent party of Borrower, any guarantor or any <br />affiliate of any constituent party or guarantor), and shall conduct business in its own <br />name and through its own authorized directors, officers, managers, employees and <br />agents and shall maintain and utilize separate stationery, invoices and checks. <br />Borrower shall correct any known misunderstanding regarding its status as a separate <br />entity and shall not identify itself as a division or part of its members or affiliates or <br />any of its affiliates as a division or part of Borrower. <br />(n) Borrower will maintain adequate capital for the normal obligations reasonably <br />foreseeable in a business of its size and character and in light of its contemplated <br />business operations. <br />(o) Borrower will not commingle the funds and other assets of Borrower with those of any <br />affiliate or constituent party, any guarantor, or any affiliate of any constituent party or <br />guarantor, or any other person. <br />Borrower has and will maintain its assets in such a manner that it will not be costly or <br />difficult to segregate, ascertain or identify its individual assets from those of any <br />affiliate or constituent party, any guarantor, or any affiliate of any constituent party or <br />guarantor, or any other person. <br />Borrower does not and will not hold itself out to be responsible for the debts or <br />obligations of any other person. <br />