SIMULTANEOUSLY HEREWITH.
ALL MORTGAGE, MORTGAGE RECORDING, STAMP, INTANGIBLE OR OTHER SIMILAR TAX
REQUIRED TO BE PAID UNDER APPLICABLE LEGAL REQUIREMENTS IN CONNECTION WITH THE
EXECUTION, DELIVERY, RECORDATION, FILING, REGISTRATION, PERFECTION OR
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE
MORTGAGE, HAVE BEEN PAID OR ARE BEING PAID SIMULTANEOUSLY HEREWITH. ALL TAXES
AND GOVERNMENTAL ASSESSMENTS DUE AND OWING IN RESPECT OF THE PROPERTY HAVE BEEN
PAID, OR AN ESCROW OF FUNDS IN AN AMOUNT SUFFICIENT TO COVER SUCH PAYMENTS HAS
BEEN ESTABLISHED HEREUNDER OR ARE INSURED AGAINST BY THE TITLE INSURANCE POLICY
TO BE ISSUED IN CONNECTION WITH THE MORTGAGE.
3.1.24
SINGLE PURPOSE.
BORROWER HEREBY REPRESENTS AND WARRANTS TO, AND
COVENANTS WITH, LENDER THAT AS OF THE DATE HEREOF AND UNTIL SUCH TIME AS THE
DEBT SHALL BE PAID IN FULL (UNLESS OTHERWISE HEREAFTER CONSENTED TO BY LENDER
OR, IF THE LOAN HAS BEEN INCLUDED IN A SECURITIZATION, UNLESS A RATING AGENCY
CONFIRMATION IS RECEIVED):
(A)
BORROWER DOES NOT OWN AND WILL NOT OWN ANY ASSET OR PROPERTY OTHER
THAN (I) THE PROPERTY, (II) INCIDENTAL PERSONAL PROPERTY NECESSARY FOR THE
OWNERSHIP OR OPERATION OF THE PROPERTY AND (III) PERMITTED INVESTMENTS, CASH AND
CASH EQUIVALENTS.
(B)
BORROWER WILL NOT ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY BUSINESS
OTHER THAN THE OWNERSHIP, MANAGEMENT AND OPERATION OF THE PROPERTY AND BORROWER
WILL CONDUCT AND OPERATE ITS BUSINESS AS PRESENTLY CONDUCTED AND OPERATED.
(C)
EXCEPT FOR CAPITAL CONTRIBUTIONS OR DISTRIBUTIONS PERMITTED UNDER
THE TERMS AND CONDITIONS OF BORROWER'S OPERATING AGREEMENTS AND PROPERLY
REFLECTED ON THE BOOKS AND RECORDS OF BORROWER, BORROWER WILL NOT ENTER INTO ANY
CONTRACT OR AGREEMENT WITH ANY AFFILIATE OF BORROWER, ANY CONSTITUENT PARTY OF
BORROWER OR ANY AFFILIATE OF ANY SUCH CONSTITUENT PARTY, EXCEPT UPON TERMS AND
CONDITIONS THAT ARE COMMERCIALLY REASONABLE AND SUBSTANTIALLY SIMILAR TO THOSE
THAT WOULD BE AVAILABLE ON AN ARMS-LENGTH BASIS WITH THIRD PARTIES OTHER THAN
ANY SUCH PARTY.
(D)
BORROWER HAS NOT INCURRED AND WILL NOT INCUR ANY INDEBTEDNESS
OTHER THAN (I) THE DEBT, (II) UNSECURED TRADE PAYABLES AND OPERATIONAL DEBT NOT
EVIDENCED BY A NOTE AND (III) INDEBTEDNESS INCURRED IN THE FINANCING OF
EQUIPMENT AND OTHER PERSONAL PROPERTY USED ON THE PROPERTY; PROVIDED THAT ANY
INDEBTEDNESS INCURRED PURSUANT TO SUBCLAUSES (II) AND (III) SHALL BE (X) NOT
MORE THAN SIXTY (60) DAYS PAST DUE, (Y) INCURRED IN THE ORDINARY COURSE OF
BUSINESS AND (Z) NOT MORE THAN FIVE PERCENT (5%) 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.
32
(E)
BORROWER HAS NOT MADE AND WILL NOT MAKE ANY LOANS OR ADVANCES IN
THE NATURE OF LOANS TO ANY OTHER PERSON (INCLUDING ANY AFFILIATE OR CONSTITUENT
PARTY), AND SHALL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ITS AFFILIATES OR
OWNERS OR ANY OTHER PERSON (EXCEPT FOR SECURITIES THAT ARE PERMITTED
INVESTMENTS).
(F)
SUBJECT TO THERE BEING SUFFICIENT REVENUES