TRANSACTING ANY BUSINESS
THAT IS INCIDENT, NECESSARY AND APPROPRIATE TO ACCOMPLISH THE FOREGOING.
(B)
EXCEPT FOR THE HOTEL PREVIOUSLY OPERATED ON THE DEVELOPMENT LAND,
BORROWER HAS NOT OWNED, DOES NOT OWN AND WILL NOT OWN ANY ASSET OR PROPERTY
OTHER THAN (I) THE PROJECT AND (II) INCIDENTAL PERSONAL PROPERTY NECESSARY FOR
AND USED OR TO BE USED IN CONNECTION WITH THE OWNERSHIP OR OPERATION OF THE
PROJECT.
(C)
BORROWER HAS NOT ENGAGED IN AND WILL NOT ENGAGE IN ANY BUSINESS OTHER
THAN THE OWNERSHIP, CONSTRUCTION, DEVELOPMENT, MANAGEMENT AND OPERATION OF THE
PROJECT.
(D)
BORROWER HAS NOT ENTERED AND WILL NOT ENTER INTO ANY CONTRACT OR
AGREEMENT WITH ANY AFFILIATE OF BORROWER, ANY CONSTITUENT PARTY OF BORROWER, ANY
GUARANTOR OF THE OBLIGATIONS OF BORROWER OR ANY AFFILIATE OF ANY CONSTITUENT
PARTY, OWNER OR GUARANTOR (COLLECTIVELY, THE "RELATED PARTIES"), EXCEPT UPON
TERMS AND CONDITIONS THAT ARE INTRINSICALLY FAIR, COMMERCIALLY REASONABLE AND
SUBSTANTIALLY SIMILAR TO THOSE THAT WOULD BE AVAILABLE ON AN ARMS-LENGTH BASIS
WITH THIRD PARTIES NOT SO AFFILIATED WITH BORROWER OR SUCH RELATED PARTIES AND
AT ALL TIMES SUBJECT TO THE PRIOR WRITTEN CONSENT OF LENDER.
THE ML&P
AGREEMENTS, MARKETING AGREEMENTS AND ER PURCHASE AGREEMENTS ARE HEREBY APPROVED
BY LENDER.
(E)
EXCEPT FOR THE LOAN, BORROWER SHALL NEITHER INCUR NOR GUARANTEE ANY
INDEBTEDNESS (WHETHER PERSONAL OR NON-RECOURSE, SECURED OR UNSECURED) OTHER THAN
CUSTOMARY TRADE PAYABLES CONTEMPLATED BY THE CONSTRUCTION BUDGET, AGED NOT IN
EXCESS OF SIXTY (60) DAYS, AND UNSECURED LOANS FROM MEMBERS OF BORROWER THAT ARE
SUBORDINATE TO THE LOAN.
61
(F)
BORROWER HAS NOT MADE AND WILL NOT MAKE ANY LOANS OR ADVANCES TO ANY
PERSON AND SHALL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ANY RELATED PARTY.
(G)
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.
(H)
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, NOR WILL BORROWER PERMIT ANY RELATED 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 OR SUCH RELATED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER.
(I)
BORROWER HAS MAINTAINED AND WILL MAINTAIN ALL OF ITS BOOKS, RECORDS,
FINANCIAL STATEMENTS AND BANK ACCOUNTS SEPARATE FROM THOSE OF ANY OTHER PERSON
AND BORROWER'S ASSETS WILL NOT BE LISTED AS ASSETS ON THE FINANCIAL STATEMENT OF
ANY OTHER PERSON.
BORROWER HAS FILED AND WILL FILE ITS OWN TAX RETURNS AND 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.
(J)
BORROWER WILL BE, AND AT ALL TIMES WILL HOLD ITSELF OUT TO THE PUBLIC
AS, A LEGAL ENTITY SEPARATE AND DISTINCT FROM ANY OTHER PERSON (INCLUDING ANY
AFFILIATE OR OTHER RELATED PARTY), SHALL CORRECT ANY KNOWN MISUNDERSTANDING
REGARDING ITS STATUS AS