OF THE ADDRESS OF SUCH NEW PRINCIPAL PLACE OF
BUSINESS.
(X)
BORROWER DOES NOT HAVE, AND WILL AT NO TIME HAVE, ANY SUBSIDIARIES.
(XI)
BORROWER WILL PRESERVE AND MAINTAIN ITS EXISTENCE AS A DELAWARE LIMITED
LIABILITY COMPANY AND ALL MATERIAL RIGHTS, PRIVILEGES, TRADENAMES AND
FRANCHISES.
(XII)
BORROWER WILL NOT MERGE OR CONSOLIDATE WITH, OR SELL ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS TO ANY PERSON, OR LIQUIDATE, WIND UP OR DISSOLVE
ITSELF (OR SUFFER ANY LIQUIDATION, WINDING UP OR DISSOLUTION). BORROWER WILL
NOT
ACQUIRE ANY BUSINESS OR ASSETS FROM, OR CAPITAL STOCK OR OTHER OWNERSHIP
INTEREST OF, OR BE A PARTY TO ANY ACQUISITION OF, ANY PERSON.
(XIII)
BORROWER HAS NOT AT ANY TIME SINCE ITS FORMATION ASSUMED, GUARANTEED OR
HELD ITSELF OUT TO BE RESPONSIBLE FOR, AND WILL NOT ASSUME, GUARANTEE OR HOLD
ITSELF OUT TO BE RESPONSIBLE FOR THE LIABILITIES OR THE DECISIONS OR ACTIONS
RESPECTING THE DAILY BUSINESS AFFAIRS OF ITS PARTNERS, SHAREHOLDERS OR MEMBERS
OR ANY PREDECESSOR COMPANY, CORPORATION OR PARTNERSHIP, EACH AS APPLICABLE, ANY
AFFILIATES, OR ANY OTHER PERSONS. BORROWER HAS NOT AT ANY TIME SINCE ITS
FORMATION ACQUIRED, AND WILL NOT ACQUIRE,
29
OBLIGATIONS OR SECURITIES OF ITS PARTNERS OR SHAREHOLDERS, MEMBERS OR ANY
PREDECESSOR COMPANY, CORPORATION OR PARTNERSHIP, EACH AS APPLICABLE, OR ANY
AFFILIATES. BORROWER HAS NOT AT ANY TIME SINCE ITS FORMATION MADE, AND WILL NOT
MAKE, LOANS TO ITS PARTNERS, MEMBERS OR SHAREHOLDERS OR ANY PREDECESSOR COMPANY,
CORPORATION OR PARTNERSHIP, EACH AS APPLICABLE, OR ANY AFFILIATES OF ANY OF SUCH
PERSONS OTHER THAN INTRA-OBLIGOR LOANS. EXCEPT AS SET FORTH ON EXHIBIT G
ATTACHED HERETO, BORROWER HAS NO KNOWN CONTINGENT LIABILITIES NOR DOES IT HAVE
ANY MATERIAL FINANCIAL LIABILITIES UNDER ANY INDENTURE, MORTGAGE, DEED OF TRUST,
LOAN AGREEMENT OR OTHER AGREEMENT OR INSTRUMENT TO WHICH SUCH PERSON IS A PARTY
OR BY WHICH IT IS OTHERWISE BOUND OTHER THAN UNDER THE LOAN DOCUMENTS.
(XIV)
BORROWER HAS NOT AT ANY TIME SINCE ITS FORMATION ENTERED INTO AND WAS
NOT A PARTY TO, AND, WILL NOT ENTER INTO OR BE A PARTY TO, ANY TRANSACTION WITH
ITS AFFILIATES, MEMBERS, PARTNERS OR SHAREHOLDERS, AS APPLICABLE, OR ANY
AFFILIATES THEREOF EXCEPT IN THE ORDINARY COURSE OF BUSINESS OF BORROWER ON
TERMS WHICH ARE NO LESS FAVORABLE TO BORROWER THAN WOULD BE OBTAINED IN A
COMPARABLE ARM'S LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY.
(XV)
SOLE MEMBER WILL AT ALL TIMES COMPLY, AND WILL CAUSE BORROWER TO COMPLY,
WITH EACH OF THE REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THIS
SECTION 2.02(G) AS IF SUCH REPRESENTATION, WARRANTY OR COVENANT WAS MADE
DIRECTLY BY SOLE MEMBER.
(XVI)
BORROWER SHALL AT ALL TIMES CAUSE THERE TO BE AT LEAST TWO DULY
APPOINTED NON-MEMBER MANAGERS OF BORROWER (EACH, AN "INDEPENDENT MANAGER"),
FOR
PURPOSES HEREOF, "INDEPENDENT MANAGER" SHALL MEAN A NATURAL PERSON WHO, FOR THE
FIVE-YEAR PERIOD PRIOR TO HIS OR HER APPOINTMENT AS INDEPENDENT MANAGER HAS NOT
BEEN, IS NOT NOW, AND DURING THE CONTINUATION OF HIS OR HER SERVICE AS
INDEPENDENT MANAGER IS NOT:
(I) AN EMPLOYEE, DIRECTOR, STOCKHOLDER,