Limited Liability Company Agreement Template Page 7
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192.06
Term.
The Company shall continue in existence perpetually or until such time as this Agreement
may specify. The existence of the Company as a separate legal entity shall continue until
cancellation of the Certificate as provided in the Act.
2.07
SPE Requirements.
Notwithstanding anything in this Agreement to the contrary (including, but not limited to,
Section 2.04 of this Agreement), unless and until that certain loan (the “Loan”) from
_____________________ (together with its transferees, successors and assigns, the “Lender”) to
the Company evidenced and secured by certain loan documents (“Loan Documents”) including,
without limitation, a mortgage (the “Security Instrument”) encumbering the Property has been
paid in full in accordance with the terms and provisions of such Security Instrument and other
Loan Documents, the Company covenants and agrees that the following provisions shall apply:
(a)
Purpose.
The Company’s business and purpose shall consist solely of the acquisition, ownership,
operation and maintenance of the Property and activities incidental thereto.
(b)
Powers and Duties. Without the consent of all members, the Company shall have no
authority on behalf of the Company to:
(1)
incur any debt, secured or unsecured, direct or contingent (including
guaranteeing any obligation), other than obligations secured by the Security Instrument, except
unsecured trade payables incurred in the ordinary course of its business of owning and operating
the Property in such amounts as are normal and reasonable under the circumstances, provided that
such debt is not evidenced by a note and is paid within 60 days of the date incurred, and provided
in any event the outstanding principal balance of such debt shall not exceed at any one time four
percent (4%) of the outstanding obligations secured by the Security Instrument;
(2)
to the fullest extent permitted by law, seek the dissolution or
winding up, in whole or in part, of the Company;
(3)
merge into or consolidate with any person or entity or to the fullest
extent permitted by law, dissolve, terminate or liquidate, in whole or in part, transfer or otherwise
dispose of all or substantially all of its assets or change its legal structure;
(4)
file a voluntary petition or otherwise initiate proceedings to have the
Company adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against the Company, or file a petition seeking or consenting to
reorganization or relief of the Company as debtor under any applicable federal or state law relating
to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or seek or
consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian,
liquidator (or other similar official) of the Company or of all or any substantial part of the
properties and assets of the Company, or make any general assignment for the benefit of creditors
of the Company, or admit in writing the inability of the Company to pay its debts generally as they
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