OR FOREIGN, OR OTHER
PERSON AFFECTING OR BINDING UPON BORROWER OR THE COLLATERAL, OR (II) VIOLATE ANY
PROVISION OF ANY INDENTURE, AGREEMENT, MORTGAGE, DEED OF TRUST, CONTRACT OR
OTHER INSTRUMENT TO WHICH BORROWER OR, IF APPLICABLE, ANY GENERAL PARTNER IS A
PARTY OR BY WHICH ANY OF THEIR RESPECTIVE PROPERTY, ASSETS OR REVENUES ARE
BOUND, OR BE IN CONFLICT WITH, RESULT IN AN ACCELERATION OF ANY OBLIGATION OR A
BREACH OF OR CONSTITUTE (WITH NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT OR
REQUIRE ANY PAYMENT OR PREPAYMENT UNDER, ANY SUCH INDENTURE, AGREEMENT,
MORTGAGE, DEED OF TRUST, CONTRACT OR OTHER INSTRUMENT, OR (III) RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN, EXCEPT THOSE IN FAVOR OF LENDER AS PROVIDED
IN THE LOAN DOCUMENTS TO WHICH IT IS A PARTY.
(D)
CONSENT.
NEITHER BORROWER NOR, IF APPLICABLE, ANY GENERAL
PARTNER, IS REQUIRED TO OBTAIN ANY CONSENT, APPROVAL OR AUTHORIZATION FROM, OR
TO FILE ANY DECLARATION OR STATEMENT WITH, ANY GOVERNMENTAL AUTHORITY IN
CONNECTION WITH OR AS A CONDITION TO THE EXECUTION, DELIVERY OR PERFORMANCE OF
THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS WHICH HAS NOT BEEN SO
OBTAINED OR FILED.
(E)
INTEREST RATE.
TO BORROWER'S KNOWLEDGE, THE RATE OF INTEREST PAID
UNDER THE NOTE AND THE METHOD AND MANNER OF THE CALCULATION THEREOF DO NOT
VIOLATE ANY USURY OR OTHER LAW OR APPLICABLE LEGAL REQUIREMENT.
(F)
OTHER AGREEMENTS.
BORROWER IS NOT A PARTY TO OR OTHERWISE BOUND
BY ANY AGREEMENTS OR INSTRUMENTS WHICH, INDIVIDUALLY OR IN THE AGGREGATE, ARE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER BORROWER NOR, IF
APPLICABLE, ANY GENERAL PARTNER, IS IN VIOLATION OF ITS ORGANIZATIONAL DOCUMENTS
OR OTHER RESTRICTION OR ANY AGREEMENT OR INSTRUMENT BY WHICH IT IS BOUND, OR ANY
JUDGMENT, DECREE, WRIT, INJUNCTION, ORDER OR AWARD OF ANY ARBITRATOR, COURT OR
GOVERNMENTAL AUTHORITY, OR ANY LEGAL REQUIREMENT, IN EACH CASE, APPLICABLE TO
BORROWER OR THE COLLATERAL, EXCEPT FOR SUCH VIOLATIONS THAT WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
4
(G)
MAINTENANCE OF EXISTENCE. (I)
BORROWER IS FAMILIAR WITH THE
CRITERIA OF THE RATING AGENCY REQUIRED TO QUALIFY AS A SPECIAL-PURPOSE
BANKRUPTCY-REMOTE ENTITY AND BORROWER AND, IF APPLICABLE, EACH GENERAL PARTNER
AT ALL TIMES SINCE THEIR FORMATION HAVE BEEN DULY FORMED AND EXISTING AT ALL
TIMES AND AT ALL TIMES HAS PRESERVED AND SHALL PRESERVE AND HAS KEPT AND SHALL
KEEP IN FULL FORCE AND EFFECT THEIR EXISTENCE AS A SINGLE PURPOSE ENTITY.
(II)
BORROWER AND, IF APPLICABLE, EACH GENERAL PARTNER, AT ALL TIMES
SINCE THEIR ORGANIZATION HAVE COMPLIED, AND WILL CONTINUE TO COMPLY, WITH THE
PROVISIONS OF ITS CERTIFICATE OF LIMITED PARTNERSHIP AND AGREEMENT OF LIMITED
PARTNERSHIP OR CERTIFICATE OF INCORPORATION AND BY-LAWS OR ARTICLES OF
ORGANIZATION, CERTIFICATE OF FORMATION AND OPERATING AGREEMENT, AS APPLICABLE,
AND THE LAWS OF ITS JURISDICTION OF ORGANIZATION RELATING TO PARTNERSHIPS,
CORPORATIONS OR LIMITED LIABILITY COMPANIES, AS APPLICABLE.
(III)
BORROWER AND, IF APPLICABLE, EACH GENERAL PARTNER HAVE DONE OR
CAUSED TO BE DONE AND WILL DO ALL THINGS