PORTION THEREOF; (B)
NOT INCUR ANY INDEBTEDNESS OR OBLIGATION, SECURED OR UNSECURED, DIRECT OR
INDIRECT, ABSOLUTE OR CONTINGENT (INCLUDING GUARANTEEING ANY OBLIGATION), OTHER
THAN (I) PURSUANT TO THIS AGREEMENT, AND UNDER THE AGREEMENTS, DOCUMENTS,
INSURANCE POLICIES, REPORTS AND OTHER INSTRUMENTS EVIDENCING, SECURING OR IN ANY
OTHER WAY RELATED TO THE PURCHASED ASSETS (INCLUDING THE UNDERLYING MORTGAGED
PROPERTY AND ANY BUSINESS INTERESTS RELATED THERETO), (II) IN CONNECTION WITH
CUSTOMARY REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS IN CONNECTION
WITH THE ORIGINATION, ACQUISITION, OWNERSHIP, MANAGEMENT, SERVICING,
ADMINISTRATION, OPERATION, COLLECTION, ENFORCEMENT, FINANCING, DEVELOPMENT,
IMPROVEMENT, LEASING, EXCHANGE, PARTICIPATION, SECURITIZATION, SALE, TRANSFER OR
OTHER DISPOSITION OF THE PURCHASED ASSETS (INCLUDING THE UNDERLYING MORTGAGED
PROPERTY AND ANY BUSINESS INTERESTS RELATED THERETO), AND (III) UNDER ZONING AND
OTHER GOVERNMENTAL REGULATIONS, RULES, PROHIBITIONS AND ORDINANCES AND EXISTING
AND PROPOSED COVENANTS, EASEMENTS AND OTHER MATTERS OF PUBLIC RECORD GOVERNING,
BURDENING,
70
BENEFITING OR OTHERWISE AFFECTING ANY REAL PROPERTY CONSTITUTING OR UNDERLYING
ANY OF THE PURCHASED ASSETS (INCLUDING THE UNDERLYING MORTGAGED PROPERTY AND ANY
BUSINESS INTERESTS RELATED THERETO); (C) NOT MAKE ANY LOANS OR ADVANCES TO ANY
THIRD PARTY, AND SHALL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ITS AFFILIATES;
(D) PAY ITS DEBTS AND LIABILITIES (INCLUDING, AS APPLICABLE, SHARED PERSONNEL
AND OVERHEAD EXPENSES) ONLY FROM ITS OWN ASSETS; (E) COMPLY WITH THE PROVISIONS
OF ITS ORGANIZATIONAL DOCUMENTS; (F) DO ALL THINGS NECESSARY TO OBSERVE
ORGANIZATIONAL FORMALITIES AND TO PRESERVE ITS EXISTENCE, AND WILL NOT AMEND,
MODIFY OR OTHERWISE CHANGE ITS ORGANIZATIONAL DOCUMENTS, OR SUFFER SAME TO BE
AMENDED, MODIFIED OR OTHERWISE CHANGED, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
AGENT, NOT TO UNREASONABLY WITHHELD; (G) MAINTAIN ALL OF ITS BOOKS, RECORDS,
FINANCIAL STATEMENTS AND BANK ACCOUNTS SEPARATE FROM THOSE OF ITS AFFILIATES
(EXCEPT THAT SUCH FINANCIAL STATEMENTS MAY BE CONSOLIDATED TO THE EXTENT
CONSOLIDATION IS REQUIRED UNDER GAAP CONSISTENTLY APPLIED AS IN EFFECT FROM TIME
TO TIME OR AS A MATTER OF LAW) AND FILE ITS OWN TAX RETURNS (EXCEPT TO THE
EXTENT THAT EITHER CONSOLIDATION IS REQUIRED OR PERMITTED UNDER APPLICABLE LAW
OR IT IS A TAX DISREGARDED ENTITY NOT REQUIRED TO FILE TAX RETURNS UNDER
APPLICABLE LAW); (H) 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
AFFILIATE), SHALL CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS STATUS AS A
SEPARATE ENTITY, SHALL CONDUCT BUSINESS IN ITS OWN NAME, SHALL NOT IDENTIFY
ITSELF OR ANY OF ITS AFFILIATES AS A DIVISION OR PART OF THE OTHER AND SHALL
MAINTAIN AND UTILIZE SEPARATE INVOICES AND CHECKS; (I) MAINTAIN ADEQUATE CAPITAL
FOR THE NORMAL OBLIGATIONS REASONABLY FORESEEABLE IN A BUSINESS OF ITS SIZE AND
CHARACTER AND IN LIGHT OF ITS CONTEMPLATED BUSINESS OPERATIONS; (J) NOT ENGAGE
IN OR SUFFER ANY CHANGE OF OWNERSHIP, DISSOLUTION, WINDING UP, LIQUIDATION,
CONSOLIDATION OR MERGER IN WHOLE OR IN PART, EXCEPT AS OTHERWISE PERMITTED IN
ACCORDANCE HEREWITH; (K) NOT COMMINGLE ITS FUNDS OR OTHER ASSETS WITH THOSE OF
ANY AFFILIATE OR ANY OTHER PERSON; (L) MAINTAIN ITS ASSETS IN SUCH A MANNER