DOCUMENTS SEPARATE FROM ANY OTHER PERSON AND HAS NOT
PERMITTED AND WILL
16
NOT PERMIT ITS ASSETS TO BE LISTED AS ASSETS ON THE FINANCIAL STATEMENT OF ANY
OTHER ENTITY EXCEPT AS REQUIRED OR PERMITTED BY APPLICABLE ACCOUNTING PRINCIPLES
ACCEPTABLE TO LENDER, CONSISTENTLY APPLIED; PROVIDED, HOWEVER, THAT (I) ANY SUCH
CONSOLIDATED FINANCIAL STATEMENT SHALL CONTAIN A NOTE INDICATING THAT IT
MAINTAINS SEPARATE BALANCE SHEETS AND OPERATING STATEMENTS FOR THE BORROWER AND
THE PROPERTY, OR (II) IF SUCH PERSON IS CONTROLLED BY SOLE MEMBER, THEN SUCH
PERSON MAY BE INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT OF SOLE MEMBER
PROVIDED SUCH CONSOLIDATED FINANCIAL STATEMENT CONTAINS A NOTE INDICATING THAT
IT MAINTAINS SEPARATE FINANCIAL RECORDS FOR EACH PERSON CONTROLLED BY SOLE
MEMBER;
(XIX)
HAS A SUFFICIENT NUMBER OF EMPLOYEES IN LIGHT OF ITS CONTEMPLATED
BUSINESS OPERATIONS, WHICH MAY BE NONE;
(XX)
HAS OBSERVED AND WILL OBSERVE ALL PARTNERSHIP, CORPORATE, LIMITED
LIABILITY COMPANY OR DELAWARE STATUTORY TRUST FORMALITIES, AS APPLICABLE;
(XXI)
HAS AND WILL HAVE NO INDEBTEDNESS (INCLUDING LOANS (WHETHER OR NOT
SUCH LOANS ARE EVIDENCED BY A WRITTEN AGREEMENT) BETWEEN BORROWER AND ANY
AFFILIATES OF BORROWER AND RELATING TO THE MANAGEMENT OF FUNDS IN THE CUSTODIAL
ACCOUNT MAINTAINED BY THE MANAGER) OTHER THAN (I) THE LOAN, (II) LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS RELATING TO THE OWNERSHIP AND
OPERATION OF THE PROPERTY AND THE ROUTINE ADMINISTRATION OF BORROWER, WHICH
LIABILITIES ARE NOT MORE THAN SIXTY (60) DAYS PAST THE DATE INCURRED (UNLESS
DISPUTED IN ACCORDANCE WITH APPLICABLE LAW), ARE NOT EVIDENCED BY A NOTE AND ARE
PAID WHEN DUE, AND WHICH AMOUNTS ARE NORMAL AND REASONABLE UNDER THE
CIRCUMSTANCES AND DO NOT IN ANY EVENT EXCEED $100,000 IN THE AGGREGATE, AND
(III) SUCH OTHER LIABILITIES THAT ARE PERMITTED PURSUANT TO THIS AGREEMENT;
(XXII)
HAS NOT AND WILL NOT ASSUME OR GUARANTEE OR BECOME OBLIGATED FOR
THE DEBTS OF ANY OTHER PERSON OR HOLD OUT ITS CREDIT AS BEING AVAILABLE TO
SATISFY THE OBLIGATIONS OF ANY OTHER PERSON EXCEPT AS OTHERWISE PERMITTED
PURSUANT TO THIS AGREEMENT;
(XXIII)
HAS NOT AND WILL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ITS
PARTNERS, MEMBERS, BENEFICIARIES OR SHAREHOLDERS OR ANY OTHER AFFILIATE;
(XXIV)
HAS ALLOCATED AND WILL ALLOCATE FAIRLY AND REASONABLY ANY OVERHEAD
EXPENSES THAT ARE SHARED WITH ANY AFFILIATE, INCLUDING, BUT NOT LIMITED TO,
PAYING FOR SHARED OFFICE SPACE AND SERVICES PERFORMED BY ANY EMPLOYEE OF AN
AFFILIATE;
(XXV)
HAS NOT MAINTAINED OR USED, AND WILL NOT MAINTAIN OR USE, INVOICES
AND CHECKS BEARING THE NAME OF ANY OTHER PERSON, PROVIDED, HOWEVER, THAT
MANAGER, ON BEHALF OF SUCH PERSON, MAY MAINTAIN AND USE INVOICES AND CHECKS
BEARING MANAGER'S NAME;
(XXVI)
HAS NOT PLEDGED AND WILL NOT PLEDGE ITS ASSETS FOR THE BENEFIT OF
ANY OTHER PERSON EXCEPT AS PERMITTED OR REQUIRED PURSUANT TO THIS AGREEMENT;
(XXVII)
HAS HELD ITSELF OUT AND IDENTIFIED ITSELF AND WILL HOLD ITSELF OUT
AND IDENTIFY ITSELF AS A SEPARATE AND DISTINCT ENTITY UNDER ITS OWN NAME OR IN A
NAME FRANCHISED OR LICENSED TO IT BY AN ENTITY OTHER THAN