AND SUBSTANTIALLY SIMILAR TO THOSE THAT WOULD BE AVAILABLE ON AN ARM'S LENGTH
BASIS WITH THIRD PARTIES OTHER THAN AN AFFILIATE; (B) WILL NOT INCUR ANY DEBT,
SECURED OR UNSECURED, DIRECT OR CONTINGENT (INCLUDING GUARANTEEING ANY
OBLIGATION), OTHER THAN (I) THE INDEBTEDNESS, AND (II) TRADE PAYABLES OR ACCRUED
EXPENSES INCURRED IN THE ORDINARY COURSE OF BUSINESS OF OPERATING THE MORTGAGED
PROPERTY; NO DEBT WHATSOEVER MAY BE SECURED (SENIOR, SUBORDINATE OR PARI PASSU)
BY THE MORTGAGED PROPERTY EXCEPT THE INDEBTEDNESS; (C) WILL NOT MAKE ANY LOANS
OR ADVANCES TO ANY THIRD PARTY (INCLUDING ANY MEMBER, MANAGER, GENERAL PARTNER,
PRINCIPAL OR AFFILIATE OF BORROWER, OR ANY GUARANTOR); (D) WILL BE SOLVENT AND
PAY ITS DEBTS FROM ITS ASSETS AS THE SAME
25
SHALL BECOME DUE; (E) WILL DO ALL THINGS NECESSARY TO PRESERVE ITS EXISTENCE AND
CORPORATE AND PARTNERSHIP FORMALITIES, AND WILL NOT, NOR WILL ANY GENERAL
PARTNER THEREOF, AMEND, MODIFY OR OTHERWISE CHANGE ITS PARTNERSHIP CERTIFICATE,
PARTNERSHIP AGREEMENT, CERTIFICATE, ARTICLES OF INCORPORATION OR BY-LAWS IN A
MANNER WHICH ADVERSELY AFFECTS BORROWER'S EXISTENCE AS A SINGLE-PURPOSE,
SINGLE-ASSET "BANKRUPTCY REMOTE" ENTITY; (F) WILL CONDUCT AND OPERATE ITS
BUSINESS AS PRESENTLY CONDUCTED AND OPERATED AND NOT OWN OR ENGAGE IN ANY
BUSINESS OTHER THAN THE LAND AND IMPROVEMENTS; (G) WILL MAINTAIN BOOKS AND
RECORDS AND BANK ACCOUNTS SEPARATE FROM THOSE OF ITS AFFILIATES, INCLUDING ITS
GENERAL PARTNERS, PRINCIPALS AND MEMBERS; (H) 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 GENERAL PARTNER, PRINCIPAL, MEMBER OR AFFILIATE
THEREOF); (I) UNLESS IT IS A DISREGARDED ENTITY, WILL FILE ITS OWN TAX RETURNS
AND PREPARE ITS OWN FINANCIAL STATEMENTS; (J) WILL 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; (K) WILL NOT,
NOR WILL ANY MEMBER, MANAGER, SHAREHOLDER, PARTNER, PRINCIPAL OR AFFILIATE, SEEK
THE DISSOLUTION OR WINDING UP, IN WHOLE OR IN PART, OF BORROWER; (L) 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 ENTITY; (M) WILL NOT COMMINGLE THE FUNDS AND OTHER
ASSETS OF BORROWER WITH THOSE OF ANY MEMBER, MANAGER, GENERAL PARTNER, PRINCIPAL
OR AFFILIATE OR ANY OTHER PERSON; (N) 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 AFFILIATE OR ANY OTHER PERSON; (O) WILL, AND
ANY GENERAL PARTNER OF BORROWER WILL, CONTINUE TO OBSERVE, IN ALL RESPECTS
MATERIAL TO ITS EXISTENCE AS A SEPARATE ENTITY, ALL LEGAL FORMALITIES; (P) WILL
NOT HOLD ITSELF OUT TO BE RESPONSIBLE FOR THE DEBTS AND OBLIGATIONS OF ANY OTHER
PERSON; AND (Q) UPON THE COMMENCEMENT OF A VOLUNTARY OR INVOLUNTARY BANKRUPTCY
PROCEEDING BY OR AGAINST BORROWER, BORROWER SHALL NOT SEEK A SUPPLEMENTAL STAY
OR OTHERWISE PURSUANT TO 11