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 BE SPECIFICALLY AND REASONABLY DOCUMENTED AND SUBSTANTIATED,
ANY SUCH ALLOCATION OF EXPENSES TO BORROWER SHALL BE PAID SOLELY BY BORROWER
FROM BORROWER'S OWN FUNDS, AND BORROWER SHALL AT ALL TIMES USE SEPARATE
STATIONARY, LETTERHEAD, INVOICES AND CHECKS;
(AA)
HAS NOT AND WILL NOT IDENTIFY ITS MEMBERS OR
PARTNERS, INDEPENDENT MANAGER (AS DEFINED BELOW) OR ANY OTHER MEMBER OR PARTNER
OF ANY AFFILIATE OF BORROWER, OR ANY OTHER PERSON, AS A DIVISION OR PART OF IT;
(BB)
HAS PAID AND WILL PAY THE SALARIES OF ITS OWN
EMPLOYEES AND HAS MAINTAINED AND WILL MAINTAIN A SUFFICIENT NUMBER OF EMPLOYEES
IN LIGHT OF ITS CONTEMPLATED BUSINESS OPERATIONS;
106
(CC)
HAS MAINTAINED, CURRENTLY MAINTAINS, AND WILL
CONTINUE TO MAINTAIN, ITS OWN CASH, CASH POSITIONS AND BANK ACCOUNTS SEPARATE
FROM ANY OTHER PERSON;
(DD)
SHALL NOT (I) LIQUIDATE OR DISSOLVE, IN WHOLE OR
IN PART; (II) CONSOLIDATE, MERGE OR ENTER INTO ANY FORM OF CONSOLIDATION WITH OR
INTO ANY OTHER PERSON, NOR CONVEY, TRANSFER OR LEASE ITS ASSETS SUBSTANTIALLY AS
AN ENTIRETY TO ANY PERSON NOR PERMIT ANY PERSON TO CONSOLIDATE, MERGE OR ENTER
INTO ANY FORM OF CONSOLIDATION WITH OR INTO ITSELF, NOR CONVEY, TRANSFER OR
LEASE ITS ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON; (III) ENGAGE IN ANY
BUSINESS OTHER THAN THE OWNERSHIP AND OPERATION OF THE MORTGAGED PROPERTY; OR
(IV) AMEND ANY PROVISIONS OF ITS ORGANIZATIONAL DOCUMENTS CONTAINING PROVISIONS
SIMILAR TO THOSE CONTAINED IN THIS ARTICLE VIII;
(EE)
IS A LIMITED LIABILITY COMPANY DULY FORMED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE WITH ONE (1) EQUITY MEMBER (THE
"SINGLE MEMBER") IN ADDITION TO THE INDEPENDENT MANAGER, WHOSE LIMITED LIABILITY
COMPANY AGREEMENT (THE "BORROWER ORGANIZATIONAL DOCUMENTS") CONTAINS EACH OF THE
REPRESENTATIONS, COVENANTS AND WARRANTIES SET FORTH IN THIS ARTICLE VIII AND
REQUIRES BORROWER TO AT ALL TIMES CAUSE THERE TO BE