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20100014'7 benefit of any other entity and shall not acquire obligations or securities of its members or its affiliates. (f) 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 (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. (g) Borrower has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence. (h) Borrower will make investments directly or by brokers engaged and paid by the Borrower or its agents (provided that if any such agent is an affiliate of the Borrower it shall be compensated at a fair market rate for its services). (i) Borrower will maintain books, accounting records and other corporate documents and records, financial statements, bank accounts and payroll accounts separate from those of its affiliates, any constituent party and any other person. If required by law to file tax returns, Borrower will file its awn tax returns (if required by applicable law) and characterize itself as a separate entity (except to the extent it is treated as a disregarded entity solely for tax purposes) from any affiliate or other person in each and every report, tax return or financial statement. (j) Borrower will separately manage the Borrower's liabilities from those of any affiliate and pay from its assets (to the extent available) all of its own obligations, indebtedness and liabilities, including all administrative expenses and compensation to employees, consultants or agents, and all operating expenses, except that the Borrower's members, partners or beneficial owners may pay the Organizational Expenses of the Borrower. (k) Borrower will not become involved in the day-to-day management of any other person. (1) Borrower will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any of its managers, members, any affiliate of Borrower, any constituent party of Borrower, any guarantor or any affiliate of any constituent party or guarantor), and shall conduct -34-