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2oiooo~51 (1) Borrower 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 of its managers, members, any affiliate of Borrower, any constituent party of Borrower, any guarantor or any affiliate of any constituent party or guarantor), and shall conduct business in its own name and through its own authorized directors, officers, managers, employees and agents and shall maintain and utilize separate stationery, invoices and checks. Borrower shall correct any known misunderstanding regarding its status as a separate entity and shall not identify itself as a division or part of its members or affiliates or any of its affiliates as a division or part of Borrawer. (m) Borrower 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. (n) Borrower will not commingle the funds and other assets of Borrawer with those of any affiliate or constituent party, any guarantor, or any affiliate of any constituent party or guarantor, or any other person. (o) Borrower has and will 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 constituent party, any guarantor, or any affiliate of any constituent party or guarantor, or any other person. (p) Borrower does not and will not hold itself out to be responsible for the debts or obligations of any other person. (q) Borrower will not dissolve or terminate or materially amend the terms of its trust agreement, certificate of incorporation, partnership agreement, operating agreement or other agreement pursuant to which Borrower is organized. (r) Borrower will not enter into any transaction of merger or consolidation, or liquidate or dissolve (or suffer any liquidation or dissolution), or acquire by purchase or otherwise all or substantially all the business or assets of, or any stock or other evidence of beneficial ownership of any entity. (s) If Borrower is a business trust, at least one trustee, or if Borrower is a limited liability company, at least one member or manager, or if Borrower is a corporation, at least one director, or if Borrower is a limited partnership, at least one general partner (such trustee, member, manager, director or general partner being herein referred to as the "SPC Member") shall be (i) a limited liability company or corporation which at all times has a manager, member or director who qualifies as an Independent Ferson (as defined below), or (ii) a natural person who qualifies as an Independent Person (as defined in paragraph 20(u)), and such SPC Member other than an Independent Ferson (hereinafter defined) will at all times cause Borrower to comply, with each of the representations, warranties, and covenants contained in this paragraph 20. Additionally, if Borrower is a limited -35- 1 S44S229.4.BUSINESS