201400400 - Laserfiche WebLink

Browse

2014©0400 (b) To the extent its office, if any, is located in the offices of any of its affiliates, Borrower will pay fair market rent for its office space located therein and its fair share of any overhead costs with respect thereto. (c) Borrower will not engage in any business other than the acquisition, ownership, management, leasing, financing, operation and sale of the Mortgaged Property, and Borrower will conduct and operate its business as presently conducted and operated. (d) Borrower will not enter into any contract or agreement with any affiliate of Borrower, any constituent party of Borrower, any guarantor or any affiliate of any constituent party or guarantor, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms- length basis with third parties other than any such party. (e) Borrower has not incurred and will not incur any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) the Debt (and the New Note, if applicable) or (ii) unsecured trade payables or accounts payable on account of incidentals or services supplied or furnished to Borrower which are customarily incurred in the ordinary course of business and generally payable within thirty (30) days, or (iii) obligations to Lessee under the Lease or to other tenants or occupants of the Mortgaged Property. (f) Borrower has not made and will not make any loans or advances to any third party (including any affiliate or constituent party, any guarantor or any affiliate of any constituent party or guarantor), shall not pledge its assets for the benefit of any other entity (except in connection with the exercise of the Substitute Collateral Right under paragraph 19 of this Security Instrument) and shall not acquire obligations or securities of its members or its affiliates. (g) Borrower is and intends to 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 (except that Borrower's members, partners or beneficial owners may pay the Organizational Expenses (as hereinafter defined) of Borrower) subject, however, to Borrower's rights to contest as provided in the Loan Documents. As used herein, the term "Organizational Expenses" shall mean all of the following: (i) the costs and expenses (including, without limitation, reasonable attorneys' fees) of organizing Borrower and qualifying Borrower to do business in the state where the Premises is located and any other appropriate jurisdictions, and of maintaining the existence and qualification to do business of Borrower, (ii) state filing fees, taxes and similar charges due by reason of Borrower doing business or being organized in any state's jurisdiction, (iii) fees and expenses for preparation of federal, state and /or local tax returns for the Borrower, and (iv) accounting fees and expenses. (h) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence. -39-