HAS NOT BEEN SO OBTAINED OR FILED.
(E)
INTEREST RATE. THE RATE OF INTEREST PAID UNDER THE NOTE AND THE
METHOD AND MANNER OF THE CALCULATION THEREOF DO NOT VIOLATE ANY USURY OR OTHER
LAW OR APPLICABLE LEGAL REQUIREMENT.
(F)
OTHER AGREEMENTS. BORROWER IS NOT A PARTY TO NOR IS OTHERWISE
BOUND BY ANY AGREEMENTS OR INSTRUMENTS WHICH, INDIVIDUALLY OR IN THE AGGREGATE,
ARE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT. NEITHER BORROWER NOR
SOLE MEMBER IS IN VIOLATION OF ITS ORGANIZATIONAL DOCUMENTS OR OTHER RESTRICTION
OR ANY AGREEMENT OR INSTRUMENT BY WHICH IT IS BOUND, OR ANY JUDGMENT, DECREE,
WRIT, INJUNCTION, ORDER OR AWARD OF ANY ARBITRATOR, COURT OR GOVERNMENTAL
AUTHORITY, OR ANY LEGAL REQUIREMENT, IN EACH CASE, APPLICABLE TO BORROWER OR THE
27
PROJECTS, EXCEPT FOR SUCH VIOLATIONS THAT WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(G)
MAINTENANCE OF EXISTENCE.(I) BORROWER IS FAMILIAR WITH ALL OF THE
CRITERIA OF THE RATING AGENCY REQUIRED TO QUALIFY AS A SPECIAL-PURPOSE
BANKRUPTCY-REMOTE ENTITY AND BORROWER, AT ALL TIMES SINCE ITS FORMATION HAS BEEN
A DULY FORMED AND EXISTING ENTITY AND SHALL PRESERVE AND KEEP IN FULL FORCE AND
EFFECT ITS EXISTENCE AS A SINGLE PURPOSE ENTITY.
(II)
BORROWER AT ALL TIMES SINCE ITS ORGANIZATION HAS COMPLIED, AND WILL
CONTINUE TO COMPLY IN ALL MATERIAL RESPECTS (IT BEING AGREED THAT ALL OF THE SPE
PROVISIONS, AS DEFINED BELOW, ARE MATERIAL IN NATURE), WITH THE PROVISIONS OF
ITS CERTIFICATE AND AGREEMENT OF PARTNERSHIP OR CERTIFICATE OF INCORPORATION AND
BY-LAWS OR ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT, AS APPLICABLE, AND
THE LAWS OF ITS JURISDICTION OF ORGANIZATION RELATING TO PARTNERSHIPS,
CORPORATIONS OR LIMITED LIABILITY COMPANIES, AS APPLICABLE.
(III)
BORROWER HAS DONE OR CAUSED TO BE DONE AND WILL DO ALL THINGS
NECESSARY TO OBSERVE ORGANIZATIONAL FORMALITIES AND PRESERVE ITS EXISTENCE AND
BORROWER WILL NOT AMEND, MODIFY OR OTHERWISE CHANGE IN ANY MATERIAL RESPECT (IT
BEING AGREED THAT ANY AMENDMENT, MODIFICATION OR CHANGE WHICH AFFECTS ANY
PROVISION RELATING TO THE NATURE OF THE ENTITY AS A SPECIAL-PURPOSE,
BANKRUPTCY-REMOTE ENTITY (AN "SPE PROVISION") IS PER SE MATERIAL IN NATURE) THE
CERTIFICATE AND AGREEMENT OF PARTNERSHIP OR CERTIFICATE OF INCORPORATION AND
BY-LAWS OR ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT, AS APPLICABLE, OR
OTHER ORGANIZATIONAL DOCUMENTS OF BORROWER WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, WHICH SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, UNLESS
IT RELATES TO ANY SPE PROVISION.
(IV)
BORROWER HAS AT ALL TIMES ACCURATELY MAINTAINED, AND WILL CONTINUE TO
ACCURATELY MAINTAIN, ITS FINANCIAL STATEMENTS, ACCOUNTING RECORDS AND OTHER
PARTNERSHIP, COMPANY OR CORPORATE DOCUMENTS SEPARATE FROM THOSE OF ANY OTHER
PERSON AND BORROWER WILL FILE ITS OWN TAX RETURNS OR, IF BORROWER IS PART OF A
CONSOLIDATED GROUP FOR PURPOSES OF FILING TAX RETURNS, BORROWER WILL BE SHOWN AS
SEPARATE MEMBERS OF SUCH GROUP. BORROWER HAS NOT AT ANY TIME SINCE ITS FORMATION
COMMINGLED, AND WILL NOT COMMINGLE, ITS ASSETS WITH THOSE OF ANY OTHER PERSON
AND WILL MAINTAIN ITS ASSETS IN SUCH A MANNER SUCH THAT IT