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200507874
<br />(xvii) Borrower and, if applicable, each General Partner, shall not cause or permit the board of
<br />directors or board of managers or other governing board or body, as applicable, of Borrower or, if
<br />applicable, each General Partner, to take any action which, under the terms of any certificate of
<br />incorporation, by -laws or articles of organization with respect to any common stock, requires a vote of the
<br />board of directors of Borrower, or, if applicable, the General Partner, unless at the time of such action there
<br />shall be at least one member who is an Independent Director.
<br />(xviii) Borrower and, if applicable, each General Partner shall pay the salaries of their own
<br />employees and maintain a sufficient number of employees in light of their contemplated business
<br />operations.
<br />(xix) Borrower shall, and shall cause its Affiliates to, conduct its business so that the
<br />assumptions made with respect to Borrower in that certain opinion letter relating to substantive non -
<br />consolidation dated the date hereof (the "Insolvent Opinion") delivered in connection with the Loan shall
<br />be true and correct in all respects.
<br />Notwithstanding anything to the contrary contained in this Section 2.02(g), provided Borrower is a Delaware single
<br />member limited liability company which satisfies the single purpose bankruptcy remote entity requirements of each
<br />Rating Agency for a single member limited liability company, the foregoing provisions of this Section 2.02(g) shall
<br />not apply to the General Partner.
<br />(h) No Defaults. No Default or Event of Default has occurred and is continuing or would occur as a
<br />result of the consummation of the transactions contemplated by the Loan Documents. Borrower is not in default in
<br />the payment or performance of any of its Contractual Obligations in any respect.
<br />(i) Consents and Approvals. Borrower and, if applicable, each General Partner, have obtained or
<br />made all necessary (i) consents, approvals and authorizations, and registrations and filings of or with all
<br />Governmental Authorities and (ii) consents, approvals, waivers and notifications of partners, stockholders, members
<br />creditors, lessors and other nongovernmental Persons, in each case, which are required to be obtained or made by
<br />Borrower or, if applicable, the General Partner, in connection with the execution and delivery of, and the
<br />performance by Borrower of its obligations under, the Loan Documents.
<br />6) Investment Company Act Status, etc. Borrower is not (i) an "investment company," or a company
<br />"controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as
<br />amended, (ii) a "holding company" or a "subsidiary company" of a "holding company" or an "affiliate" of either a
<br />"holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company Act of
<br />1935, as amended, or (iii) subject to any other federal or state law or regulation which purports to restrict or regulate
<br />its ability to borrow money.
<br />(k) Compliance with Law. Borrower is in compliance in all material respects with all Legal
<br />Requirements to which it or the Property is subject, including, without limitation, all Environmental Statutes, the
<br />Occupational Safety and Health Act of 1970, the Americans with Disabilities Act and ERISA. No portion of the
<br />Property has been or will be purchased, improved, fixtured, equipped or furnished with proceeds of any illegal
<br />activity and to the best of Borrower's knowledge, no illegal activities are being conducted at or from the Property.
<br />(1) Financial Information. All financial data that has been delivered by Borrower to Lender (i) is true,
<br />complete and correct in all material respects, (ii) accurately represents the financial condition and results of
<br />operations of the Persons covered thereby as of the date on which the same shall have been furnished, and (iii) has
<br />been prepared in accordance with GAAP (or such other accounting basis as is reasonably acceptable to Lender)
<br />throughout the periods covered thereby. As of the date hereof, neither Borrower nor, if applicable, any General
<br />Partner, has any contingent liability, liability for taxes or other unusual or forward commitment not reflected in such
<br />financial statements delivered to Lender. Since the date of the last financial statements delivered by Borrower to
<br />Lender except as otherwise disclosed in such financial statements or notes thereto, there has been no change in the
<br />assets, liabilities or financial position of Borrower nor, if applicable, any General Partner, or in the results of
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