OF THE ENTITY;
(F)
IS AND WILL REMAIN (TO THE EXTENT CASH FLOW FROM THE PROJECT
IS SUFFICIENT TO PAY ALL BORROWER EXPENSES) SOLVENT AND PAY ITS DEBTS AND
LIABILITY (INCLUDING, AS APPLICABLE, SHARED PERSONNEL AND OVERHEAD EXPENSES)
FROM ITS ASSETS AS THE SAME SHALL BECOME DUE, AND IS MAINTAINING AND WILL
MAINTAIN (TO THE EXTENT CASH FLOW FROM THE PROJECT IS SUFFICIENT TO PAY ALL
BORROWER EXPENSES) ADEQUATE CAPITAL FOR THE NORMAL OBLIGATIONS REASONABLY
FORESEEABLE IN A BUSINESS OF ITS SIZE AND CHARACTER AND IN LIGHT OF ITS
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CONTEMPLATED BUSINESS OPERATIONS; PROVIDED THAT NOTHING IN THE FOREGOING SHALL
REQUIRE THE DIRECT OR INDIRECT OWNERS OF BORROWER TO MAKE CAPITAL CONTRIBUTIONS
TO BORROWER;
(G)
HAS MAINTAINED AND WILL MAINTAIN ITS ACCOUNTS, BOOKS AND
RECORDS SEPARATE FROM ANY OTHER PERSON; PROVIDED, HOWEVER, THAT (A) BORROWER'S
FINANCIAL POSITION, ASSETS, RESULTS OF OPERATIONS AND CASH FLOWS MAY BE INCLUDED
IN A CONSOLIDATED FINANCIAL STATEMENT OF AN AFFILIATE OF BORROWER, PROVIDED THAT
(I) ANY SUCH CONSOLIDATED FINANCIAL STATEMENT OF AN AFFILIATE OF BORROWER
CONTAINS A NOTE INDICATING THAT BORROWER AND ITS AFFILIATES ARE SEPARATE LEGAL
ENTITIES (OR A SIMILAR STATEMENT IS CONTAINED IN SUCH AFFILIATE'S SECURITIES AND
EXCHANGE COMMISSION 10-K FILINGS) AND IT IS SUCH AFFILIATE'S PRACTICE TO DELIVER
ITS FINANCIAL STATEMENTS TOGETHER WITH SUCH FILINGS AND (II) SUCH ASSETS SHALL
BE LISTED ON BORROWER'S OWN SEPARATE BALANCE SHEET AND (B) ALL AMOUNTS PAID TO
BORROWER MAY BE DEPOSITED INTO A CENTRALIZED CASH MANAGEMENT ACCOUNT (CONTROLLED
BY AN AFFILIATE OF BORROWER AS AN AGENT) ON BEHALF OF BORROWER AND VARIOUS OTHER
ENTITIES THAT ARE AFFILIATES OF BORROWER, AS AND WHEN RECEIVED, PROVIDED THAT
ALL AMOUNTS DEPOSITED INTO SUCH CENTRALIZED ACCOUNT FOR THE BENEFIT OF BORROWER
ARE CLEARLY SEGREGATED, FOR ACCOUNTING PURPOSES, FROM THE REVENUES AND EXPENSES
OF ALL OTHER PERSONS;
(H)
EXCEPT AS DESCRIBED IN CLAUSE (G) ABOVE, HAS NOT COMMINGLED
AND WILL NOT COMMINGLE ITS FUNDS OR ASSETS WITH THOSE OF ANY OTHER PERSON;
(I)
EXCEPT AS DESCRIBED IN CLAUSE (G) ABOVE, HAS HELD AND WILL
HOLD ITS ASSETS IN ITS OWN NAME;
(J)
HAS NOT INCURRED AND WILL NOT INCUR ANY DEBT OTHER THAN (A)
THE LOANS AND OTHER INDEBTEDNESS AND (B) TRADE AND OPERATIONAL DEBT WHICH IS (I)
INCURRED IN THE ORDINARY COURSE OF BUSINESS, (II) NOT SECURED BY A LIEN ON THE
PROJECT, (III) NOT MORE THAN SIXTY (60) DAYS PAST DUE (EXCEPT WHERE BORROWER
SHALL BE DISPUTING THE SAME PROMPTLY, DILIGENTLY AND IN GOOD FAITH) AND (IV) NOT
EVIDENCED BY A NOTE, AND (C) AMOUNTS DUE UNDER EQUIPMENT LEASES (TREATED AS
CAPITAL LEASES IN ACCORDANCE WITH GAAP), PROVIDED THAT AT ALL TIMES DURING THE
TERM OF THE LOANS, THE MAXIMUM AMOUNT OUTSTANDING UNDER THE EQUIPMENT LEASES
DESCRIBED UNDER CLAUSE (C) OF THIS SUBSECTION (J) AND UNDER THE ITEMS DESCRIBED
UNDER CLAUSE (B) OF THIS SUBSECTION (J) SHALL NOT EXCEED, IN THE AGGREGATE,
$5,000,000, PROVIDED FURTHER THAT SUCH AMOUNT SHALL NOT INCLUDE ANY AMOUNTS
INCURRED BY BORROWER IN CONNECTION WITH (X) CAPITAL EXPENDITURES, (Y) TENANT
IMPROVEMENT WORK