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201000147
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Last modified
1/7/2010 4:35:55 PM
Creation date
1/7/2010 4:32:28 PM
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DEEDS
Inst Number
201000147
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2osoooi4~~ <br />business in its own name and through its own authorized directors, officers, <br />managers, employees and agents and shall maintain and utilize separate <br />stationery, invoices and checks. Borrower shall correct any known <br />misunderstanding regarding its status as a separate entity and shall not identify <br />itself as a division or part of its members or affiliates or any of its affiliates as a <br />division or part of Borrower. <br />(m) Borrower will maintain adequate capital for the normal obligations reasonably <br />foreseeable in a business of its size and character and in light of its contemplated <br />business operations. <br />(n) Borrower will not commingle the funds and other assets of Borrower with those <br />of any affiliate or constituent party, any guarantor, or any affiliate of any <br />constituent party or guarantor, or any other person. <br />(o) Borrower has and will maintain its assets in such a manner that it will not be <br />costly or difficult to segregate, ascertain or identify its individual assets from <br />those of any affiliate or constituent party, any guarantor, or any affiliate of any <br />constituent party or guarantor, or any other person. <br />(p) Borrower does not and will not hold itself out to be responsible for the debts or <br />obligations of any other person. <br />(q) Borrower will not dissolve or terminate or materially amend the terms of its trust <br />agreement, certificate of incorporation, partnership agreement, operating <br />agreement or other agreement pursuant to which Borrower is organized. <br />(r) Borrower will not enter into any transaction of merger or consolidation, or <br />liquidate or dissolve (or suffer. any liquidation or dissolution), or acquire by <br />purchase or otherwise all or substantially all the business or assets of, or any stock <br />or other evidence of beneficial ownership of any entity. <br />(s) If Borrower is a business trust, at least one trustee, or if Borrower is a limited <br />liability company, at least one member or manager, or if Borrower is a <br />corporation, at least one director, or if Borrower is a limited partnership, at least <br />one general partner (such trustee, member, manager, director or general partner <br />being herein referred to as the "SPC Member") shall be (i) a limited liability <br />company or corporation which at all times has a manager, member or director <br />who qualifies as an Independent Person (as defined below), or (ii) a natural person <br />who qualifies as an Independent Person (as defined in paragraph 20(u)), and such <br />SPC Member other than an Independent Person (hereinafter defined) will at all <br />times cause Borrower to comply, with each of the representations, warranties, and <br />covenants contained in this paragraph 20. Additionally, if Borrower is a limited <br />parMership, at least one general partner of Borrower shall at all times satisfy the <br />covenants made with respect to Borrower in this paragraph 20 (the "S~ecial <br />Purpose General Partner"). <br />-35- <br />
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