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, 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
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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 THAT
IT WILL NOT BE COSTLY OR DIFFICULT TO SEGREGATE, ASCERTAIN OR IDENTIFY ITS
INDIVIDUAL ASSETS FROM THOSE OF ANY AFFILIATE OR ANY OTHER PERSON; (M) NOT AND
WILL NOT HOLD ITSELF OUT TO BE RESPONSIBLE FOR THE DEBTS OR OBLIGATIONS OF ANY
OTHER PERSON; AND (N) SHALL NOT, WITHOUT THE VOTE OF 100% OF THE BOARD OF
DIRECTORS OR BOARD OF MANAGERS OF SELLER, (I) FILE OR CONSENT TO THE FILING OF
ANY BANKRUPTCY, INSOLVENCY OR REORGANIZATION CASE OR PROCEEDING WITH RESPECT TO
SELLER; INSTITUTE ANY PROCEEDINGS UNDER ANY APPLICABLE INSOLVENCY LAW OR
OTHERWISE SEEK ANY RELIEF UNDER ANY LAWS