THAN SUCH
AFFILIATE;
(E)
HAS NOT INCURRED AND WILL NOT INCUR ANY
DEBT, SECURED OR UNSECURED, DIRECT OR CONTINGENT (INCLUDING GUARANTEEING ANY
OBLIGATION), OTHER THAN (I) THE LOAN AND (II) TRADE PAYABLES INCURRED IN THE
ORDINARY COURSE OF BUSINESS WITH TRADE CREDITORS IN CONNECTION WITH OWNING,
OPERATING AND MAINTAINING THE MORTGAGED PROPERTY, IN SUCH AMOUNTS AS ARE NORMAL
AND REASONABLE UNDER THE CIRCUMSTANCES, PROVIDED SUCH DEBT IS NOT EVIDENCED BY A
PROMISSORY NOTE OR OTHER SECURITY INSTRUMENT AND IS NOT AT ANY TIME IN AN
AGGREGATE AMOUNT IN EXCESS OF TWO PERCENT (2%) OF THE PRINCIPAL INDEBTEDNESS,
AND FURTHER PROVIDED THAT ALL SUCH TRADE DEBTS ARE PAID WITHIN SIXTY (60) DAYS
AFTER THE SAME ARE INCURRED (EXCLUDING THEREFROM ANY EQUIPMENT FINANCING PAID
WITHIN SIXTY (60) DAYS AFTER THE SAME ARE INCURRED) AND TRADE PAYABLES BEING
DISPUTED OR CONTESTED IN GOOD FAITH BY THE BORROWER AND IN THE SAME MANNER AND
WITH THE SAME DEPOSITS AS LIEN CLAIMS SET FORTH IN SECTION 5.1(B)(II) OF THIS
AGREEMENT;)
(F)
HAS NOT MADE AND WILL NOT MAKE ANY LOAN
OR ADVANCES TO ANY PERSON (INCLUDING ANY OF ITS AFFILIATES), OR PLEDGE ITS
ASSETS FOR THE BENEFIT OF ANY OTHER PERSON, OR SEEK OR OBTAIN CREDIT OR INCUR
ANY OBLIGATION TO ANY THIRD PARTY BASED UPON THE ASSETS OF ANY OTHER PERSON, OR
INDUCE ANY THIRD PARTY TO RELY ON THE CREDITWORTHINESS OF ANY OTHER PERSON;
(G)
HAS REMAINED AND AS OF THE CLOSING DATE
REASONABLY EXPECTS TO REMAIN, SOLVENT, AND HAS MAINTAINED, AND AS OF THE CLOSING
DATE REASONABLY EXPECTS TO MAINTAIN ADEQUATE CAPITAL FOR THE NORMAL OBLIGATIONS
REASONABLY FORESEEABLE IN A BUSINESS OF ITS SIZE AND CHARACTER AND IN LIGHT OF
ITS CONTEMPLATED BUSINESS OPERATIONS;
(H)
HAS NOT ACQUIRED AND WILL NOT ACQUIRE
OBLIGATIONS OR SECURITIES OF ANY PERSON;
104
(I)
HAS NOT FAILED AND WILL NOT FAIL TO
CORRECT ANY KNOWN MISUNDERSTANDING OR MISREPRESENTATION REGARDING ITS SEPARATE
IDENTITY;
(J)
HAS DONE OR CAUSED TO BE DONE AND WILL
DO ALL THINGS NECESSARY TO PRESERVE ITS EXISTENCE;
(K)
SHALL CONTINUOUSLY MAINTAIN ITS EXISTENCE
AND GOOD STANDING AND BE QUALIFIED TO DO BUSINESS IN ALL STATES NECESSARY TO
CARRY ON ITS BUSINESS, INCLUDING THE STATE IN WHICH THE MORTGAGED PROPERTY IS
LOCATED;
(L)
HAS CONDUCTED AND OPERATED AND WILL
CONDUCT AND OPERATE ITS BUSINESS SOLELY IN ITS OWN NAME, WITH ALL ORAL AND
WRITTEN COMMUNICATIONS FROM BORROWER, INCLUDING, WITHOUT LIMITATION,
CORRESPONDENCE, INVOICES, PURCHASE ORDERS, BILLING STATEMENTS, APPLICATIONS AND
BUSINESS FORMS, MADE SOLELY IN THE NAME OF BORROWER;
(M)
HAS ACCURATELY MAINTAINED AND WILL CONTINUE TO
ACCURATELY MAINTAIN BOOKS, RECORDS, BANK ACCOUNTS, ACCOUNTING RECORDS, FINANCIAL
STATEMENTS AND OTHER ENTITY DOCUMENTS SEPARATE FROM THOSE OF ITS PARTNERS,
MEMBERS, SHAREHOLDERS, TRUSTEES, BENEFICIARIES, PRINCIPALS, AFFILIATES, AND ANY
OTHER PERSON, WITH SUCH ACCOUNTING RECORDS AND FINANCIAL STATEMENTS HAVING BEEN
PREPARED AND KEPT IN ACCORDANCE WITH REASONABLE ACCOUNTING PRACTICES APPLIED ON
A CONSISTENT BASIS, AND SUCH FINANCIAL STATEMENTS OF BORROWER SHALL BE PREPARED
IN A MANNER THAT INDICATES (THROUGH APPROPRIATE FOOTNOTES IF NECESSARY) THE
EXISTENCE OF BORROWER AND ITS