BEGINNING WITH THE FIRST CALENDAR QUARTER END AFTER THE RELATED ADVANCE
CLOSING DATE, BORROWER SHALL PREPARE AND DELIVER TO THE AGENT AND THE COLLATERAL
AGENT A STATEMENT (EACH A "QUARTERLY STATEMENT") IN HARD COPY AND ON DISKETTE
AND/OR A COPY THROUGH ELECTRONIC MAIL, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT, SETTING FORTH WITH RESPECT TO THE RELATED PROPERTY,
(A)
A RENT ROLL DATED AS OF THE LAST DAY OF SUCH QUARTER IN A FORM
ACCEPTABLE TO THE AGENT, IDENTIFYING EACH OF THE LEASES AND CONTAINING ANY
INFORMATION REASONABLY REQUIRED BY AGENT; AND
(B)
MONTHLY AND YEAR-TO-DATE OPERATING STATEMENTS PREPARED FOR EACH
CALENDAR MONTH DURING EACH SUCH QUARTER, EACH OF WHICH SHALL INCLUDE AN
ITEMIZATION OF ACTUAL (NOT PRO FORMA) CAPITAL EXPENDITURES DURING THE APPLICABLE
PERIOD.
(S)
OPERATION OF PROPERTY.
BORROWER SHALL CAUSE THE OPERATION OF THE
PROPERTY TO BE CONDUCTED AT ALL TIMES IN A MANNER CONSISTENT WITH AT LEAST THE
LEVEL OF OPERATION OF THE PROPERTY AS OF THE CLOSING DATE, INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING:
(I)
TO MAINTAIN OR CAUSE TO BE MAINTAINED THE STANDARD OF THE
PROPERTY AT ALL TIMES AT A LEVEL NOT LOWER THAN THAT MAINTAINED BY PRUDENT
MANAGERS OF SIMILAR FACILITIES OR LAND IN THE REGION WHERE THE PROPERTY IS
LOCATED; AND
(II)
TO OPERATE OR CAUSE TO BE OPERATED THE PROPERTY IN A PRUDENT
MANNER IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH APPLICABLE LEGAL REQUIREMENTS
AND INSURANCE REQUIREMENTS RELATING THERETO AND MAINTAIN OR CAUSE TO BE
MAINTAINED ALL LICENSES, PERMITS AND ANY OTHER AGREEMENTS NECESSARY FOR THE
CONTINUED USE AND OPERATION OF THE PROPERTY.
(T)
SINGLE-PURPOSE ENTITY.
(I)
BORROWER AT ALL TIMES WILL CONTINUE TO BE A DULY FORMED AND
VALIDLY EXISTING LIMITED LIABILITY COMPANY, OR AS THE CASE MAY BE, A LIMITED
PARTNERSHIP UNDER THE LAWS OF THE STATE OF ITS FORMATION AND A SINGLE-PURPOSE
ENTITY.
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(II)
BORROWER SHALL AT ALL TIMES COMPLY WITH THE PROVISIONS OF ITS
ORGANIZATIONAL AGREEMENT AND THE LAWS OF THE STATE OF ITS FORMATION RELATING TO
LIMITED LIABILITY COMPANIES OR, AS THE CASE MAY BE, LIMITED PARTNERSHIPS.
(III)
BORROWER SHALL OBSERVE ALL CUSTOMARY FORMALITIES REGARDING ITS
EXISTENCE.
(IV)
BORROWER SHALL ACCURATELY MAINTAIN ITS FINANCIAL STATEMENTS,
ACCOUNTING RECORDS AND OTHER CORPORATE DOCUMENTS SEPARATE FROM THOSE OF ITS
MEMBERS, AFFILIATES OF ITS MEMBERS AND ANY OTHER PERSON. BORROWER SHALL NOT
COMMINGLE ITS ASSETS WITH THOSE OF ITS MEMBERS, ANY AFFILIATES OF ITS MEMBERS,
OR ANY OTHER PERSON. BORROWER SHALL CONTINUE TO ACCURATELY MAINTAIN ITS OWN BANK
ACCOUNTS AND SEPARATE BOOKS OF ACCOUNT.
(V)
BORROWER SHALL CONTINUE TO PAY ITS OWN LIABILITIES FROM ITS OWN
SEPARATE ASSETS.
(VI)
BORROWER SHALL CONTINUE TO IDENTIFY ITSELF IN ALL DEALINGS WITH THE
PUBLIC, UNDER ITS OWN NAME OR TRADE NAMES AND AS A SEPARATE AND DISTINCT ENTITY.
BORROWER WILL NOT IDENTIFY ITSELF AS BEING A DIVISION OR A PART OF ANY OTHER
ENTITY. BORROWER WILL NOT IDENTIFY ITS MEMBERS OR ANY AFFILIATES OF ITS MEMBERS
AS BEING A DIVISION OR PART OF BORROWER.
(VII)
BORROWER SHALL CONTINUE TO BE ADEQUATELY