INCURRED IN THE ORDINARY COURSE OF
BUSINESS AND (Z) NOT MORE THAN THREE PERCENT (3%) OF THE OUTSTANDING PRINCIPAL
AMOUNT OF THE LOAN AT ANY ONE TIME. NO INDEBTEDNESS OTHER THAN THE DEBT MAY BE
SECURED (SUBORDINATE OR PARI PASSU) BY THE PROPERTY, EXCEPT THAT ANY PERMITTED
EQUIPMENT FINANCING OR EQUIPMENT LEASE MAY BE SECURED BY SUCH EQUIPMENT.
(E)
BORROWER HAS NOT MADE AND WILL NOT MAKE ANY LOANS OR ADVANCES TO
ANY OTHER PERSON (INCLUDING ANY AFFILIATE OR CONSTITUENT PARTY), AND SHALL NOT
ACQUIRE OBLIGATIONS OR SECURITIES OF ITS AFFILIATES OR OWNERS.
(F)
BORROWER IS AND WILL REMAIN SOLVENT AND BORROWER WILL PAY ITS
DEBTS AND LIABILITIES (INCLUDING, AS APPLICABLE, SHARED PERSONNEL AND OVERHEAD
EXPENSES) FROM ITS ASSETS AS THE SAME SHALL BECOME DUE.
(G)
BORROWER HAS DONE OR CAUSED TO BE DONE AND WILL DO ALL THINGS
NECESSARY TO OBSERVE ALL APPLICABLE ORGANIZATIONAL FORMALITIES AND PRESERVE ITS
EXISTENCE, AND BORROWER WILL NOT, NOR WILL BORROWER PERMIT ANY CONSTITUENT PARTY
TO AMEND, MODIFY OR OTHERWISE CHANGE THE PARTNERSHIP CERTIFICATE, PARTNERSHIP
AGREEMENT, ARTICLES OF INCORPORATION AND BYLAWS, OPERATING AGREEMENT, TRUST OR
OTHER ORGANIZATIONAL DOCUMENTS OF BORROWER WITHOUT THE PRIOR CONSENT OF LENDER
IN ANY MANNER THAT (I) VIOLATES OR IS INCONSISTENT WITH ANY OF THE SINGLE
PURPOSE COVENANTS SET FORTH IN THIS SECTION 3.1.24, OR (II) AMENDS, MODIFIES OR
OTHERWISE CHANGES ANY PROVISION THEREOF THAT BY ITS TERMS CANNOT BE MODIFIED AT
ANY TIME WHEN THE LOAN IS OUTSTANDING OR BY ITS TERMS CANNOT BE MODIFIED WITHOUT
LENDER'S CONSENT.
(H)
BORROWER WILL MAINTAIN ALL OF ITS BOOKS, RECORDS, FINANCIAL
STATEMENTS AND BANK ACCOUNTS SEPARATE FROM THOSE OF ITS AFFILIATES AND ANY OTHER
PERSON. BORROWER'S ASSETS WILL NOT BE LISTED AS ASSETS ON THE FINANCIAL
STATEMENT OF ANY OTHER PERSON, PROVIDED, HOWEVER, BORROWER'S ASSETS MAY BE
INCLUDED IN A CONSOLIDATED FINANCIAL STATEMENT OF ANY AFFILIATE PROVIDED THAT
(I) INCLUSION ON SUCH CONSOLIDATED FINANCIAL STATEMENT IS IN ACCORDANCE WITH THE
REQUIREMENTS OF GAAP (OR SUCH OTHER ACCOUNTING METHOD REASONABLY ACCEPTABLE TO
LENDER), (II) SUCH CONSOLIDATED FINANCIAL STATEMENT SHALL CONTAIN A FOOTNOTE TO
THE EFFECT THAT BORROWER'S ASSETS ARE OWNED BY BORROWER AND (III) SUCH ASSETS
ARE LISTED ON BORROWER'S OWN SEPARATE BALANCE SHEET. BORROWER WILL FILE ITS OWN
TAX RETURNS UNLESS BORROWER IS A TAX-DISREGARDED ENTITY NOT REQUIRED TO FILE TAX
RETURNS UNDER APPLICABLE LAW AND IF BORROWER IS A CORPORATION WILL NOT FILE A
CONSOLIDATED FEDERAL INCOME TAX RETURN WITH ANY OTHER PERSON. BORROWER SHALL
MAINTAIN ITS BOOKS, RECORDS, RESOLUTIONS AND AGREEMENTS AS OFFICIAL RECORDS.
(I)
BORROWER WILL BE, AND AT ALL TIMES WILL HOLD ITSELF OUT TO THE
PUBLIC AS, A LEGAL ENTITY SEPARATE AND DISTINCT FROM ANY OTHER ENTITY (INCLUDING
ANY AFFILIATE OF BORROWER OR
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ANY CONSTITUENT PARTY OF BORROWER), SHALL CORRECT ANY KNOWN MISUNDERSTANDING
REGARDING ITS STATUS AS A SEPARATE ENTITY, SHALL CONDUCT BUSINESS IN ITS OWN
NAME, SHALL NOT IDENTIFY ITSELF OR ANY OF ITS AFFILIATES AS A DIVISION OR PART
OF THE OTHER AND SHALL MAINTAIN AND UTILIZE SEPARATE STATIONERY, INVOICES AND
CHECKS BEARING