AND SHALL PAY ITS OWN LIABILITIES,
INDEBTEDNESS, AND OBLIGATIONS OF ANY KIND, AS THE SAME SHALL BECOME DUE, FROM
ITS OWN SEPARATE ASSETS, RATHER THAN FROM THOSE OF OTHER PERSONS, AND BORROWER
SHALL NOT CONSENT TO ANY PERSON OPERATING THE MORTGAGED PROPERTY TO INCUR
EXPENSES AS AGENT OR ON BEHALF OF BORROWER, UNLESS SUCH PERSON AGREES, PRIOR TO
INCURRING SUCH EXPENSE, TO CLEARLY INDICATE THAT SUCH EXPENSES ARE THE SOLE
RESPONSIBILITY OF, AND ANY PAYMENT WILL COME FROM, BORROWER;
(Q)
HAS NOT AND WILL NOT ENTER INTO ANY
TRANSACTION OF MERGER OR CONSOLIDATION, OR ACQUIRE BY PURCHASE OR OTHERWISE ALL
OR SUBSTANTIALLY ALL OF THE BUSINESS OR ASSETS OF, OR ANY STOCK OR BENEFICIAL
OWNERSHIP OF, ANY PERSON;
(R)
HAS NOT COMMINGLED AND WILL NOT COMMINGLE
OR PERMIT TO BE COMMINGLED ITS FUNDS OR OTHER ASSETS WITH THOSE OF ANY OTHER
PERSON; AND HAS HELD AND WILL HOLD TITLE TO ALL OF ITS REAL AND PERSONAL
PROPERTY IN ITS OWN NAME AND NOT IN THE NAME OF ANY OTHER PERSON;
(S)
HAS MAINTAINED AND WILL MAINTAIN ITS ASSETS
IN SUCH A MANNER THAT IT IS NOT COSTLY OR DIFFICULT TO SEGREGATE, ASCERTAIN OR
IDENTIFY ITS INDIVIDUAL ASSETS FROM THOSE OF ANY OTHER PERSON;
(T)
HAS NOT, DOES NOT AND WILL NOT HOLD
ITSELF OUT TO BE RESPONSIBLE FOR THE DEBTS OR OBLIGATIONS OF ANY OTHER PERSON
AND, EXCEPT FOR THE LOAN DOCUMENTS TO WHICH OTHER PERSONS ARE PARTY, SHALL NOT
CONSENT TO ANY OTHER PERSON HOLDING ITSELF OUT AS BEING RESPONSIBLE FOR THE
DEBTS OR OBLIGATIONS OF BORROWER;
(U)
HAS NOT AND WILL NOT ASSUME, GUARANTEE OR
OTHERWISE BECOME LIABLE ON OR IN CONNECTION WITH ANY OBLIGATION OF ANY OTHER
PERSON AND, EXCEPT FOR THE LOAN DOCUMENTS TO WHICH
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OTHER PERSONS ARE PARTY, SHALL NOT CONSENT TO ANY OTHER PERSON GUARANTEEING,
ASSUMING OR OTHERWISE BECOMING LIABLE FOR ANY OBLIGATION OF BORROWER;
(V)
EXCEPT FOR FUNDS DEPOSITED INTO THE LOCAL
COLLECTION ACCOUNT, THE COLLECTION ACCOUNT OR THE RESERVE ACCOUNTS IN ACCORDANCE
WITH THE LOAN DOCUMENTS, HAS NOT AND SHALL NOT HOLD TITLE TO ITS ASSETS OTHER
THAN IN ITS NAME;
(W)
COMPLIES AND SHALL AT ALL TIMES HEREAFTER
COMPLY WITH ALL OF THE ASSUMPTIONS, STATEMENTS, CERTIFICATIONS, REPRESENTATIONS,
WARRANTIES AND COVENANTS REGARDING OR MADE BY IT CONTAINED IN OR APPENDED TO THE
NONCONSOLIDATION OPINION DELIVERED PURSUANT HERETO;
(X)
HAS PAID AND WILL PAY ITS OWN LIABILITIES
AND EXPENSES, OUT OF ITS OWN FUNDS AND SHALL NOT CONSENT TO ANY OTHER PERSON
PAYING BORROWER'S OBLIGATIONS EXCEPT TO THE EXTENT THAT TIMELY REIMBURSEMENT IS
MADE FOR THE SAME;
(Y)
HAS HELD AND WILL HOLD REGULAR MEETINGS, AS
APPROPRIATE TO CONDUCT ITS BUSINESS AND HAS OBSERVED AT ALL TIMES AND WILL
OBSERVE ALL LIMITED LIABILITY COMPANY FORMALITIES AND RECORD KEEPING;
(Z)
HAS ALLOCATED AND WILL ALLOCATE TO
BORROWER REASONABLY AND ON THE BASIS OF FAIR MARKET VALUE DETERMINED ON AN
ARMS-LENGTH BASIS ALL GENERAL OVERHEAD AND ADMINISTRATIVE EXPENSES, INCLUDING
ALL COSTS ASSOCIATED WITH COMMON EMPLOYEES AND SHARED OFFICE SPACE, ANY SUCH
ALLOCATION SHALL