Limited Liability Company Agreement Template Page 10
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19(17)
fail to allocate fairly and reasonably any overhead expenses that are
shared with an affiliate, including paying for office space and services performed by any employee
of an affiliate;
(18)
pledge its assets for the benefit of any other person or entity, other
than with respect to the Loan;
(19)
fail to maintain a sufficient number of employees in light of its
contemplated business operations;
(20)
fail to hold its assets in its own name;
(21)
fail to consider the interests of its creditors in connection with all
Company actions to the extent permitted by applicable law; or
(22)
unless otherwise permitted by the Loan Documents (as defined in
the Security Instrument), have any of its obligations guaranteed by an affiliate.
(e)
Effect of Bankruptcy, Death or Incompetency of a Member.
The bankruptcy, death, dissolution, liquidation, termination or adjudication of
incompetency of a member of the Company shall not cause the termination or dissolution of the
Company and the business of the Company shall continue. Upon any such occurrence (other than
bankruptcy), the trustee, receiver, executor, administrator, committee, guardian or conservator of
such member shall have all the rights of such member for the purpose of settling or managing its
estate or property, subject to satisfying conditions precedent to the admission of such assignee as
a substitute member. The transfer by such trustee, receiver, executor, administrator, committee,
guardian or conservator of any Company interest shall be subject to all of the restrictions
hereunder to which such transfer would have been subject if such transfer had been made by
such deceased, dissolved, liquidated, terminated or incompetent member.
(f)
Subordination of Indemnification Provisions.
Notwithstanding any provision hereof to the contrary, any indemnification claim against
the Company arising under this Agreement or the laws of the state of organization of the
Company shall, to the fullest extent permitted by law, be fully subordinate to any obligations of
the Company arising under the Security Instrument or any other Loan Document, and shall, to
the fullest extent permitted by law, only constitute a claim against the Company to the extent of,
and shall be paid by the Company in monthly installments only from, the excess of net operating
income for any month over all amounts then due under the Security Instrument and the other
Loan Documents.
(g)
No Dissolution.
Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member
shall not cause the Member to cease to be a member of the Company and upon the occurrence of
such an event, the Company shall continue without dissolution. Notwithstanding any provision
in this Agreement to the contrary, upon the occurrence of any event that causes the Member to
cease to be a member of the Company, (a) the Person executing this Agreement as Special
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