OF ITS CONTEMPLATED BUSINESS OPERATIONS;
(K)
HAS NOT FAILED AND WILL NOT FAIL TO CORRECT ANY KNOWN
MISUNDERSTANDING REGARDING THE SEPARATE IDENTITY OF SUCH ENTITY;
(L)
HAS MAINTAINED AND WILL MAINTAIN ITS ACCOUNTS, BOOKS AND RECORDS
SEPARATE FROM ANY OTHER PERSON AND WILL FILE ITS OWN TAX RETURNS, EXCEPT TO THE
EXTENT THAT IT IS REQUIRED TO FILE CONSOLIDATED TAX RETURNS BY LAW;
(M)
HAS MAINTAINED AND WILL MAINTAIN ITS OWN RECORDS, BOOKS,
RESOLUTIONS AND AGREEMENTS;
(N)
EXCEPT AS PERMITTED BY THE LOANS DOCUMENTS, HAS NOT COMMINGLED AND
WILL NOT COMMINGLE ITS FUNDS OR ASSETS WITH THOSE OF ANY OTHER PERSON AND HAS
NOT
51
PARTICIPATED AND WILL NOT PARTICIPATE IN ANY CASH MANAGEMENT SYSTEM WITH ANY
OTHER PERSON;
(O)
HAS HELD AND WILL HOLD ITS ASSETS IN ITS OWN NAME;
(P)
HAS CONDUCTED AND WILL CONDUCT ITS BUSINESS IN ITS NAME OR IN A
NAME FRANCHISED OR LICENSED TO IT BY AN ENTITY OTHER THAN AN AFFILIATE OF
BORROWER, EXCEPT FOR SERVICES RENDERED UNDER A BUSINESS MANAGEMENT SERVICES
AGREEMENT WITH AN AFFILIATE THAT COMPLIES WITH THE TERMS CONTAINED IN
CLAUSE (DD) BELOW, SO LONG AS THE MANAGER, OR EQUIVALENT THEREOF, UNDER SUCH
BUSINESS MANAGEMENT SERVICES AGREEMENT HOLDS ITSELF OUT AS AN AGENT OF BORROWER;
(Q)
HAS MAINTAINED AND WILL MAINTAIN ITS FINANCIAL STATEMENTS,
ACCOUNTING RECORDS AND OTHER ENTITY DOCUMENTS SEPARATE FROM ANY OTHER PERSON AND
HAS NOT PERMITTED AND WILL NOT PERMIT ITS ASSETS TO BE LISTED AS ASSETS ON THE
FINANCIAL STATEMENT OF ANY OTHER ENTITY EXCEPT AS REQUIRED BY GAAP; PROVIDED,
THAT ANY SUCH CONSOLIDATED FINANCIAL STATEMENT SHALL CONTAIN A NOTE INDICATING
THAT ITS SEPARATE ASSETS AND LIABILITIES ARE NEITHER AVAILABLE TO PAY THE DEBTS
OF THE CONSOLIDATED ENTITY NOR CONSTITUTE OBLIGATIONS OF THE CONSOLIDATED
ENTITY;
(R)
HAS PAID AND WILL PAY ITS OWN LIABILITIES AND EXPENSES, INCLUDING
THE SALARIES OF ITS OWN EMPLOYEES, OUT OF ITS OWN FUNDS AND ASSETS, AND HAS
MAINTAINED AND WILL MAINTAIN A SUFFICIENT NUMBER OF EMPLOYEES IN LIGHT OF ITS
CONTEMPLATED BUSINESS OPERATIONS;
(S)
HAS OBSERVED AND WILL OBSERVE ALL PARTNERSHIP, CORPORATE OR
LIMITED LIABILITY COMPANY FORMALITIES, AS APPLICABLE;
(T)
HAS AND WILL HAVE NO INDEBTEDNESS OTHER THAN PERMITTED
INDEBTEDNESS;
(U)
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 PERMITTED PURSUANT TO THE
LOAN DOCUMENTS;
(V)
EXCEPT, WITH RESPECT TO FEE OWNER, ITS LIMITED LIABILITY COMPANY
INTERESTS IN TSP OWNER, ITS SOLE SUBSIDIARY AND OWNER OF THE TIMESHARE PROJECT
LAND, HAS NOT AND WILL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ITS PARTNERS,
MEMBERS OR SHAREHOLDERS OR ANY OTHER AFFILIATE;
(W)
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;
(X)
MAINTAINS AND USES AND WILL MAINTAIN AND USE SEPARATE STATIONERY,
INVOICES AND CHECKS BEARING ITS