WILL NOT BE COSTLY OR
DIFFICULT TO SEGREGATE, ASCERTAIN OR IDENTIFY ITS ASSETS FROM THOSE OF ANY OTHER
PERSON. BORROWER WILL NOT PERMIT ANY AFFILIATE INDEPENDENT ACCESS TO ITS BANK
ACCOUNTS. BORROWER HAS AT ALL TIMES SINCE ITS FORMATION ACCURATELY MAINTAINED
AND UTILIZED, AND WILL CONTINUE TO ACCURATELY MAINTAIN AND UTILIZE, ITS OWN
SEPARATE BANK ACCOUNTS, PAYROLL AND SEPARATE BOOKS OF ACCOUNT, STATIONERY,
INVOICES AND CHECKS.
(V)
BORROWER HAS AT ALL TIMES PAID, AND WILL CONTINUE TO PAY, ITS
LIABILITIES ONLY FROM ITS OWN ASSETS AND SHALL ALLOCATE AND CHARGE FAIRLY AND
REASONABLY ANY OVERHEAD WHICH BORROWER SHARES WITH ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, FOR OFFICE SPACE AND SERVICES PERFORMED BY ANY EMPLOYEE OF
ANOTHER PERSON.
(VI)
BORROWER HAS AT ALL TIMES IDENTIFIED ITSELF, AND WILL CONTINUE TO
IDENTIFY ITSELF, IN ALL DEALINGS WITH THE PUBLIC, UNDER ITS OWN NAME AND AS A
SEPARATE AND
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DISTINCT ENTITY AND SHALL CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS
STATUS AS A SEPARATE AND DISTINCT ENTITY. BORROWER HAS NOT AT ANY TIME
IDENTIFIED ITSELF, AND WILL NOT IDENTIFY ITSELF, AS BEING A DIVISION OF ANY
OTHER PERSON.
(VII)
BORROWER HAS BEEN AT ALL TIMES, AND WILL CONTINUE TO BE, ADEQUATELY
CAPITALIZED IN LIGHT OF THE NATURE OF ITS BUSINESSES.
(VIII)
BORROWER (A) HAS NOT OWNED, DOES NOT OWN AND WILL NOT OWN ANY ASSETS OR
PROPERTY OTHER THAN THE PROJECTS AND ANY INCIDENTAL PERSONAL PROPERTY NECESSARY
FOR THE OWNERSHIP, MANAGEMENT OR OPERATION OF THE PROJECTS, (B) HAS NOT ENGAGED
AND WILL NOT ENGAGE IN ANY BUSINESS OTHER THAN THE OWNERSHIP, MANAGEMENT AND
OPERATION OF THE PROJECTS, (C) HAS NOT INCURRED AND WILL NOT INCUR ANY DEBT,
SECURED OR UNSECURED, DIRECT OR CONTINGENT (INCLUDING GUARANTEEING ANY
OBLIGATION), OTHER THAN (W) OBLIGATIONS OWED TO TENANTS UNDER SPACE LEASES,
(X) THE LOAN, AND (Y) UNSECURED TRADE DEBT WHICH (1) IS NOT EVIDENCED BY A NOTE,
(2) IS INCURRED IN THE ORDINARY COURSE OF THE OPERATION OF THE PROJECTS,
(3) DOES NOT EXCEED EITHER FOUR (4%) PERCENT OF THE ALLOCATED LOAN AMOUNT, WITH
RESPECT TO ANY PARTICULAR PROJECT, OR $4,000,000.00, IN THE AGGREGATE, WITH
RESPECT TO ALL PROJECTS (IT BEING AGREED THAT "UNSECURED TRADE DEBT" SHALL NOT
INCLUDE OBLIGATIONS FOR THE PAYMENT OF TENANT IMPROVEMENT COSTS AND LEASING
COMMISSIONS IN CONNECTION WITH SPACE LEASES) AND (4) WHICH IS, UNLESS BEING
CONTESTED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, PAID PRIOR TO THE
EARLIER TO OCCUR OF THE SIXTIETH (60TH) DAY AFTER THE DATE INCURRED AND THE DATE
WHEN DUE, (D) HAS NOT AND WILL NOT PLEDGE ITS ASSETS FOR THE BENEFIT OF ANY
OTHER PERSON, AND (E) HAS NOT MADE AND WILL NOT MAKE ANY LOANS OTHER THAN
INTRA-OBLIGOR LOANS OR ADVANCES TO ANY PERSON (INCLUDING ANY AFFILIATE).
(IX)
BORROWER WILL NOT (I) CHANGE ITS NAME, OR (II) CHANGE ITS PRINCIPAL
PLACE OF BUSINESS UNLESS, AS TO THIS CLAUSE (II), IT HAS GIVEN LENDER NOT LESS
THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF ITS INTENTION TO CHANGE ITS
PRINCIPAL PLACE OF BUSINESS AND