THE BOOKS AND RECORDS OF THE PARTY IN WHOSE NAME ANY
ASSETS OR FUNDS ARE HELD;
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(G)
HAS IDENTIFIED ITSELF IN ALL DEALINGS WITH CREDITORS (OTHER THAN
TRADE CREDITORS IN THE ORDINARY COURSE OF BUSINESS AND CREDITORS FOR THE
CONSTRUCTION OF IMPROVEMENTS TO PROPERTY ON WHICH SUCH PERSON HAS A
NON-CONTINGENT CONTRACT TO PURCHASE SUCH PROPERTY) UNDER ITS OWN NAME AND AS A
SEPARATE AND DISTINCT ENTITY;
(H)
HAS BEEN ADEQUATELY CAPITALIZED IN LIGHT OF ITS CONTEMPLATED
BUSINESS OPERATIONS;
(I)
HAS NOT ASSUMED, GUARANTEED OR BECOME OBLIGATED FOR THE
LIABILITIES OF ANY OTHER PERSON (EXCEPT IN CONNECTION WITH THE TERM LOAN OR AS
OTHERWISE CONTEMPLATED BY THE LOAN DOCUMENTS OR THE ENDORSEMENT OF NEGOTIABLE
INSTRUMENTS IN THE ORDINARY COURSE OF BUSINESS) OR OTHERWISE HELD OUT ITS CREDIT
AS BEING AVAILABLE TO SATISFY THE OBLIGATIONS OF ANY OTHER PERSON;
(J)
HAS NOT ACQUIRED OBLIGATIONS OR SECURITIES OF ANY OTHER PERSON;
(K)
HAS NOT ENTERED INTO AND WAS NOT A PARTY TO ANY TRANSACTION WITH
ANY AFFILIATED PERSON, EXCEPT IN THE ORDINARY COURSE OF BUSINESS AND ON TERMS
WHICH ARE NO LESS FAVORABLE TO SUCH AFFILIATED PERSON THAN WOULD BE OBTAINED IN
A COMPARABLE ARM'S-LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY;
(L)
HAS PAID THE SALARIES OF ITS OWN EMPLOYEES, IF ANY, AND
MAINTAINED A SUFFICIENT NUMBER OF EMPLOYEES IN LIGHT OF ITS CONTEMPLATED
BUSINESS OPERATIONS (OR HAS ENTERED INTO AGREEMENTS WITH THIRD PARTIES OR
AFFILIATES TO PROVIDE ALL REQUIRED SERVICES THAT WOULD OTHERWISE BE PROVIDED BY
SUCH NUMBER OF EMPLOYEES IN A MANNER CONSISTENT WITH (K) ABOVE;
(M)
HAS ALLOCATED FAIRLY AND REASONABLY ANY OVERHEAD FOR SHARED OFFICE
SPACE;
(N)
HAS NOT ENGAGED IN ANY BUSINESS OR ACTIVITY OTHER THAN THE
LEASING, OPERATION AND MAINTENANCE OF THE LEASED PROPERTY, AND ACTIVITIES
INCIDENTAL THERETO;
(O)
HAS NOT ACQUIRED, OPERATED OR OWNED ANY ASSETS OTHER THAN (A) THE
LEASED PROPERTY AND (B) SUCH INCIDENTAL PERSONAL PROPERTY AS MAY BE NECESSARY
FOR THE OPERATION OF THE LEASED PROPERTY;
(P)
HAS MAINTAINED ITS ASSETS IN SUCH A MANNER THAT IT WILL NOT BE
COSTLY OR DIFFICULT TO SEGREGATE, ASCERTAIN OR IDENTIFY IT INDIVIDUAL ASSETS
FROM THOSE OF ANY OTHER PERSON;
(Q)
HAS NOT MADE ANY LOANS OR ADVANCES TO ANY PERSON;
(R)
HAS NOT FAILED TO EITHER HOLD ITSELF OUT TO THE PUBLIC AS A LEGAL
ENTITY SEPARATE AND DISTINCT FROM ANY OTHER PERSON OR TO CONDUCT ITS BUSINESS
SOLELY IN ITS
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OWN NAME OR FAIL TO CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS SEPARATE
IDENTITY;
(S)
HAS NOT ENGAGED IN A NON-EXEMPT PROHIBITED TRANSACTION DESCRIBED
IN SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE; AND
(XI)
SECTION 3.1.1(B) OF THE LEASE AGREEMENT IS HEREBY DELETED AND
REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:
"(B) ALLOCATION OF MINIMUM RENT.
MINIMUM RENT MAY BE ALLOCATED AND REALLOCATED
AMONG THE PROPERTIES COMPRISING THE LEASED PROPERTY BY AGREEMENT AMONG LANDLORD
AND TENANT AND UPON THE PRIOR WRITTEN CONSENT OF THE FACILITY MORTGAGEE;
PROVIDED, HOWEVER THAT IN NO EVENT SHALL THE MINIMUM