Common use of Special Purpose Entity Provisions Clause in Contracts

Special Purpose Entity Provisions. Each Seller shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (b) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Program Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Program Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses 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 not amend, modify or otherwise change its governing documents, or suffer same to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable Law); provided, that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate and to indicate that such Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted 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), correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name and not identify itself or any of its Affiliates as a division or part of the other; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (j) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (k) not engage in or suffer any dissolution (to the fullest extent contemplated by applicable Law), winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (m) not hold itself out to be responsible for the debts or obligations of any other Person; (n) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (q) not pledge its assets to secure the obligations of any other Person except as contemplated by the Program Agreements. Each Seller shall (i) be a Delaware limited liability company, (ii) have an Independent Manager, and (iii) not take any action that results in an Act of Insolvency with respect to itself.

Special Purpose Entity Provisions. Each Seller shall The Trust shall: (a) maintain its own no assets, separate books and will not engage in any business, other than the assets records and transactions specifically contemplated by the Program Agreements; bank accounts; (b) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Program Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Program Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses 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 not amend, modify or otherwise change its governing documents, or suffer same to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable Law); provided, that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate and to indicate that such Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable Law; (h) be, and at all times will hold itself out to the public as, and all other Persons as a legal entity separate from the Trust Depositor, the Owner Trustee and distinct from any other entity Person; (including c) file its own tax returns, if any, as may be required under applicable law, to the extent (A) not part of a consolidated group filing a consolidated return or returns, or (B) not treated as a division for tax purposes of another taxpayer, and pay any Affiliate)taxes so required to be paid under applicable law; (d) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (e) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (f) maintain separate financial statements; (g) pay its own liabilities only out of its own funds; (h) maintain an arm’s-length relationship with its Affiliates, the Trust Depositor and the Owner Trustee; (i) pay the salaries of its own employees, if any; (j) not hold out its credit or assets as being available to satisfy the obligations of others; (k) allocate fairly and reasonably any overhead for shared office space; (l) use separate stationery, invoices and checks; (m) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person; (n) correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name and not identify itself or any of its Affiliates as a division or part of the other; identity; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (jo) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; ; (kp) observe all formalities required under the Delaware Statutory Trust Act; (q) not engage in acquire any obligations or suffer any dissolution securities of the Trust Depositor; (r) cause the trustees, officers, agents and other representatives of the Trust to act at all times with respect to the fullest extent contemplated by applicable Law), winding up, liquidation, consolidation or merger or transfer all or substantially all Trust consistently and in furtherance of its properties the foregoing and assets to any Person in the best interests of the Trust; (except as contemplated herein); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (ms) not hold itself out to be responsible for the debts decisions or obligations actions respecting the daily business and affairs of any other Person; others; (nt) not formincur, acquire assume or hold guaranty any Subsidiary indebtedness other than as set forth in this Agreement or own any equity interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliatethe Transaction Documents; and (qu) not pledge its assets lend any funds to secure the obligations of any other Person except as contemplated by the Program Agreements. Each Seller shall (i) be a Delaware limited liability company, (ii) have an Independent Manager, and (iii) not take any action that results in an Act of Insolvency with respect to itselfentity.

Special Purpose Entity Provisions. Each Seller Notwithstanding any other provisions of this Agreement, for so long as (i) the Partnership is a party to the documents (the "Loan Documents") evidencing and securing the Credit Facility or is otherwise obligated to take any action under the terms of the Loan Documents, or (ii) any obligations are outstanding under the Credit Facility, the Partnership shall (a) not: 24.1 Except as permitted under the Loan Documents, own no assetsany assets or property other than its interest in the Underlying Partnership, its interest as lessee under the Operating Leases and will not engage other property that is encumbered by the security interests securing the Credit Facility; 24.2 Engage in any business, business other than as described in Article 5 hereof; 24.3 Except as permitted under the Loan Documents, enter into any contract or agreement with any Affiliate of the Partnership, except upon terms and conditions that are intrinsically fair and no less favorable to the Partnership than those that would be available in a comparable arms'-length transaction with unrelated third parties; 24.4 Except as permitted under the Loan Documents, (i) fail to pay solely from its assets and transactions specifically contemplated all obligations of any kind incurred by it or (ii) pay from its assets the Program Agreements; (b) not incur obligations of any Indebtedness or obligationother person; 24.5 Incur any debt, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than (i) the debt evidenced by the Loan Documents, (ii) Voluntary Loans, (iii) Priority Loans and (iv) other debt permitted pursuant to the Program Agreements; (c) not Loan Documents; 24.6 Except as permitted under the Loan Documents, make any loans or advances to any Affiliate third party (including any affiliate) or hold evidence of indebtedness issued by any third party, and shall not or acquire obligations or securities of its Affiliates affiliates; provided, however, that the Partnership may hold government-backed, other investment grade securities and repurchase obligations with a term of not more than the assets and transactions specifically contemplated by the Program Agreements; (d) one year with respect to such securities; 24.7 Become insolvent or fail to pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (e) comply with assets as the provisions of its organizational documents; (f) do all things necessary same shall become due; 24.8 Fail to observe organizational limited partnership formalities and to preserve its existence, including by paying the salaries of its own employees, if any (or paying a proportionate share of the salary of any employee of any Affiliate who performs work for both the Partnership and not such Affiliate), or, except as otherwise permitted under the Loan Documents, amend, modify or otherwise change its governing documentsthe other organizational documents of the Partnership; 24.9 Except as required under the Loan Documents, or suffer same fail to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (gi) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements the Partnership may be included in a consolidated to financial statement for the extent consolidation is required under GAAP or as a matter of applicable Law); providedPartnership, that its subsidiaries and the Partnership's controlling parties (ithe "Controlling Parties") appropriate notation filed with the Securities Exchange Commission, which consolidated financial statement shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate and to indicate that Partnership, such Seller’s subsidiaries and the Controlling Parties are separate legal entities and that the assets and credit liabilities of the Partnership are not intended to be available only to satisfy creditors of the debts and other obligations of such Affiliate or any other Person and Partnership), (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filedand pay the taxes shown thereon (except that the Partnership, except its subsidiaries and the Controlling Parties may file consolidated or combined federal, state and city tax returns, which shall provide that the Partnership, the such subsidiaries and the Controlling Parties are separate legal entities and pay their respective proportionate shares of the taxes shown on such returns), or (iii) maintain its books, records, resolutions and agreements as official records; 24.10 Fail to the extent consolidation is required or permitted under applicable Law; (hi) be, and at all times will hold itself out to the public as, as a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of the Partnership), (ii) correct any known misunderstanding regarding its status as a separate entity, (iii) conduct business solely in its own name and name, (iv) not identify itself or any of its Affiliates affiliates as a division or part of the other; other or (iv) not enter into any transactions with any Affiliates except on commercially reasonable terms similar maintain and utilize separate stationery, invoices and checks; 24.11 Fail to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (j) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations; 24.12 Seek or effect the liquidation, transactions and liabilities; (k) not engage in or suffer any dissolution (to the fullest extent contemplated by applicable Law)dissolution, winding up, liquidation, consolidation or merger merger, in whole or transfer all or substantially all in part, of its properties and assets to any Person (except as contemplated herein); (l) not commingle the Partnership; 24.13 Commingle its funds or other assets with those the assets of any Affiliate affiliate of the Partnership or any other Person and maintain its properties and assets in such manner that it would not be costly person or difficult to identify, segregate entity; 24.14 Guarantee or ascertain its properties and assets from those become obligated for the debts of others; (m) not any other entity or person or hold itself out to be responsible for the debts of another person or obligations entity, other than (i) with respect to the loan provided for in the Credit Facility, and (ii) as otherwise permitted under the Loan Documents; 24.15 Share any common logo with or hold itself out as or be considered as a department or division of (i) any, principal, member or affiliate of the Partnership, (ii) any Affiliate of a principal or member of the Partnership, or (iii) any other Person; (n) not form, acquire person or hold any Subsidiary or own any equity interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p) ; 24.16 Fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for shared office space and services performed by an any employee of an Affiliate, and maintain a principal executive and administrative office through which its business is conducted separate from that of any Affiliate; provided, however, that the Partnership and (q) not pledge any of its Affiliates may have offices in the same location provided there is a fair and appropriate allocation of overhead costs, if any, among the Partnership and/or any such affiliates and each of the Partnership and any such Affiliates bear its fair share of such costs; 24.17 Pledge its assets to secure for the obligations benefit of any other Person except as contemplated by the Program Agreements. Each Seller shall person or entity, other than with respect to (i) be a Delaware limited liability companythe loan provided for in the Credit Facility, and (ii) have except as otherwise permitted under the Loan Documents; 24.18 Fail to maintain a sufficient number of employees in light of its contemplated business operations (taking in account any management or similar agreement or operating lease entered into by the Partnership); 24.19 Fail to take title to any personal or real property of the Partnership other than in the name of the Partnership; 24.20 Without the consent of both General Partners, file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an Independent Managerassignment for the benefit of creditors; or 24.21 Without the consent of both General Partners, and (iii) take any of the following actions: 24.21.1 file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally; 24.21.2 seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Partnership or a substantial portion of its properties; 24.21.3 make any assignment for the benefit of the Partnership's creditors; 24.21.4 amend the organizational documentation of the Partnership in any manner that does not comply with each of the covenants contained in this Article 29; or 24.21.5 take any action that results in an Act furtherance of Insolvency with respect to itselfany of the foregoing.

Special Purpose Entity Provisions. Each Seller shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (b) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Program Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Program Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (e) comply with the provisions of its organizational documentsOrganizational Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its governing documents, or suffer same to be amended, modified or otherwise changed, without BuyerAdministrative Agent’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable Law); provided, that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate and to indicate that such Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted 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), correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name and not identify itself or any of its Affiliates as a division or part of the other; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (j) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (k) not engage in or suffer any dissolution (to the fullest extent contemplated by applicable Law), winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (m) not hold itself out to be responsible for the debts or obligations of any other Person; (n) not form, acquire or hold any Subsidiary or own any equity interest Equity Interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (q) not pledge its assets to secure the obligations of any other Person except as contemplated by the Program Agreements. Each Seller shall (i) be a Delaware limited liability company, and (ii) have an Independent Manager, and (iii) not take any action that results in an Act of Insolvency with respect to itself.

Special Purpose Entity Provisions. Each Seller shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (b) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Program Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Program Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses 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 not amend, modify or otherwise change its governing documents, or suffer same to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable Law); provided, that The Trust shall: (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate maintain its own separate books and to indicate that such Seller’s assets records and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and bank accounts; (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable Law; (h) be, and at all times will hold itself out to the public as, and all other Persons as a legal entity separate from the Trust Depositor, the Owner Trustee and distinct from any other entity Person; (including iii) file its own tax returns, if any, as may be required under applicable law, to the extent (A) not part of a consolidated group filing a consolidated return or returns, or (B) not treated as a division for tax purposes of another taxpayer, and pay any Affiliate)taxes so required to be paid under applicable law; (iv) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (v) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s length relationship with its Affiliates, the Trust Depositor and the Owner Trustee; (ix) pay the salaries of its own employees, if any; (x) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) allocate fairly and reasonably any overhead for shared office space; (xii) use separate stationery, invoices and checks; (xiii) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person; (xiv) correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name and not identify itself or any of its Affiliates as a division or part of the other; identity; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (jxv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; ; (kxvi) observe all formalities required under the Delaware Statutory Trust Act; (xvii) not engage in acquire any obligations or suffer any dissolution securities of the Trust Depositor; (xviii) cause the trustees, officers, agents and other representatives of the Trust to act at all times with respect to the fullest extent contemplated by applicable Law), winding up, liquidation, consolidation or merger or transfer all or substantially all Trust consistently and in furtherance of its properties the foregoing and assets to any Person in the best interests of the Trust; (except as contemplated herein); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (mxix) not hold itself out to be responsible for the debts decisions or obligations actions respecting the daily business and affairs of any other Person; others; (nxx) not formincur, acquire assume or hold guaranty any Subsidiary indebtedness other than as set forth in this Agreement or own any equity interest in any other entitythe Transaction Documents; and (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (qxxi) not pledge its assets lend any funds to secure the obligations of any other Person except as contemplated by the Program Agreements. Each Seller shall (i) be a Delaware limited liability company, (ii) have an Independent Manager, and (iii) not take any action that results in an Act of Insolvency with respect to itselfentity.

Special Purpose Entity Provisions. Each Seller Sellers shall ensure that REO Entity shall (ai) own no assets, and will not engage in any business, other than the assets and transactions specifically as expressly contemplated by the Program AgreementsDocuments and the Structural Documents; (bii) not incur any Indebtedness indebtedness or obligationother obligations (including without limitation contingent obligations), secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to except as expressly contemplated by the Program AgreementsDocuments; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire the obligations or securities of its Affiliates other than the assets and transactions specifically any Affiliate or enter into any transaction with an Affiliate except as expressly contemplated by the Program AgreementsDocuments, unless such transactions are on an arm’s-length basis, on commercially reasonable terms and on terms no less favorable than would be obtained in a comparable arm’s-length transaction with an unrelated third party; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets, except as otherwise expressly permitted pursuant to the terms of the Program Documents; (e) comply with the provisions of its organizational documents; (fv) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its governing documents, or suffer same to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (gvi) maintain all of its books, records and financial statements bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable Law); provided, that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate and to indicate that such Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filed, applicable (except to the extent consolidation is required or permitted under applicable Lawlaw); (hvii) be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), ; (viii) promptly correct any known misunderstanding regarding its status as a separate entity, ; (ix) conduct business in its own name name, and not shall identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into take any transactions with any Affiliates except on commercially reasonable terms similar action that is reasonably likely to those available to unaffiliated parties result in an arm’s length transaction except as expressly permitted hereunderInsolvency Event with respect to itself; (j) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (kxi) not engage in or suffer any dissolution (to the fullest extent contemplated by applicable Law)Change of Control or any dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated hereinexpressly permitted in the Program Documents); (lxii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (mxiii) not hold itself out to be responsible for the debts or obligations of any other PersonPerson (except as expressly permitted in Section 8 of the Agreement); (n) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (qxiv) not pledge its assets to secure the obligations of any other Person (except as expressly permitted in Section 8 of this Agreement); (xv) comply with the provisions of its governing documents and not make any amendments or other modifications to its governing documents; (xvi) not make any loans or advances to any Affiliate (other than Sellers) or third party, other than in connection with the acquisition of Assets for purchase under this Agreement or the Structural Documents; (xvii) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated by the Program Agreements. Each Seller business operations and shall (i) be a Delaware limited liability company, (ii) have an Independent Manager, remain solvent; and (iiixviii) not take form, acquire or hold any action that results Subsidiary or own any Equity Interest in an Act of Insolvency with respect to itselfany other entity.

Special Purpose Entity Provisions. Each Seller Notwithstanding any other --------------------------------- provisions of this Agreement, for so long as (i) the Partnership is a party to the documents (the "Loan Documents") evidencing and securing the Credit Facility or is otherwise obligated to take any action under the terms of the Loan Documents, or (ii) any obligations are outstanding under the Credit Facility, the Partnership shall (a) not: 24.1 Except as permitted under the Loan Documents, own no assetsany assets or property other than its interest in the Underlying Partnership, its interest as lessee under the Operating Leases and will not engage other property that is encumbered by the security interests securing the Credit Facility; 24.2 Engage in any business, business other than as described in Article 5 hereof; 24.3 Except as permitted under the Loan Documents, enter into any contract or agreement with any Affiliate of the Partnership, except upon terms and conditions that are intrinsically fair and no less favorable to the Partnership than those that would be available in a comparable arms'-length transaction with unrelated third parties; 24.4 Except as permitted under the Loan Documents, (i) fail to pay solely from its assets and transactions specifically contemplated all obligations of any kind incurred by it or (ii) pay from its assets the Program Agreements; (b) not incur obligations of any Indebtedness or obligationother person; 24.5 Incur any debt, secured or unsecured, direct or indirect, absolute or contingentcontingent (including guaranteeing any obligation), other than (i) the debt evidenced by the Loan Documents, (ii) Voluntary Loans, (iii) Priority Loans and (iv) other debt permitted pursuant to the Program Agreements; (c) not Loan Documents,; 24.6 Except as permitted under the Loan Documents, make any loans or advances to any Affiliate third party (including any affiliate) or hold evidence of indebtedness issued by any third party, and shall not or acquire obligations or securities of its Affiliates affiliates; provided, however, that the Partnership may hold government- backed, other investment grade securities and repurchase obligations with a term of not more than the assets and transactions specifically contemplated by the Program Agreements; (d) one year with respect to such securities; 24.7 Become insolvent or fail to pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (e) comply with assets as the provisions of its organizational documents; (f) do all things necessary same shall become due; 24.8 Fail to observe organizational limited partnership formalities and to preserve its existence, including by paying the salaries of its own employees, if any (or paying a proportionate share of the salary of any employee of any Affiliate who performs work for both the Partnership and not such Affiliate), or, except as otherwise permitted under the Loan Documents, amend, modify or otherwise change its governing documentsthe other organizational documents of the Partnership; 24.9 Except as required under the Loan Documents, or suffer same fail to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (gi) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements the Partnership may be included in a consolidated to financial statement for the extent consolidation is required under GAAP or as a matter of applicable Law); providedPartnership, that its subsidiaries and the Partnership's controlling parties (ithe "Controlling Parties") appropriate notation filed with the Securities Exchange Commission, which consolidated financial statement shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate and to indicate that Partnership, such Seller’s subsidiaries and the Controlling Parties are separate legal entities and that the assets and credit liabilities of the Partnership are not intended to be available only to satisfy creditors of the debts and other obligations of such Affiliate or any other Person and Partnership), (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filedand pay the taxes shown thereon (except that the Partnership, except its subsidiaries and the Controlling Parties may file consolidated or combined federal, state and city tax returns, which shall provide that the Partnership, the such subsidiaries and the Controlling Parties are separate legal entities and pay their respective proportionate shares of the taxes shown on such returns), or (iii) maintain its books, records, resolutions and agreements as official records; 24.10 Fail to the extent consolidation is required or permitted under applicable Law; (hi) be, and at all times will hold itself out to the public as, as a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of the Partnership), (ii) correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name and not identify itself or any of its Affiliates as a division or part of the other; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (j) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (k) not engage in or suffer any dissolution (to the fullest extent contemplated by applicable Law), winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (m) not hold itself out to be responsible for the debts or obligations of any other Person; (n) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (q) not pledge its assets to secure the obligations of any other Person except as contemplated by the Program Agreements. Each Seller shall (i) be a Delaware limited liability company, (ii) have an Independent Manager, and (iii) not take any action that results in an Act of Insolvency with respect to itself.,

Special Purpose Entity Provisions. Each Seller shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (b) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Program Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Program Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses 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 not amend, modify or otherwise change its governing documents, or suffer same to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable Law); provided, that The Trust shall: (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate maintain its own separate books and to indicate that such Seller’s assets records and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and bank accounts; (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable Law; (h) be, and at all times will hold itself out to the public as, and all other Persons as a legal entity separate from the Trust Depositor, the Owner Trustee and distinct from any other entity Person; (including iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns, or (2) not treated as a division for tax purposes of another taxpayer, and pay any Affiliate)taxes so required to be paid under applicable law; (iv) except as contemplated by the Transaction Documents, not commingle its assets with assets of any other Person; (v) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s length relationship with its Affiliates, the Trust Depositor and the Owner Trustee; (ix) pay the salaries of its own employees, if any; (x) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) allocate fairly and reasonably any overhead for shared office space; (xii) use separate stationery, invoices and checks; (xiii) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person; (xiv) correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name and not identify itself or any of its Affiliates as a division or part of the other; identity; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (jxv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; ; (kxvi) observe all formalities required under the Delaware Statutory Trust Act; (xvii) not engage in acquire any obligations or suffer any dissolution securities of the Trust Depositor; (xviii) cause the trustees, officers, agents and other representatives of the Trust to act at all times with respect to the fullest extent contemplated by applicable Law), winding up, liquidation, consolidation or merger or transfer all or substantially all Trust consistently and in furtherance of its properties the foregoing and assets to any Person in the best interests of the Trust; (except as contemplated herein); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (mxix) not hold itself out to be responsible for the debts decisions or obligations actions respecting the daily business and affairs of any other Person; others; (nxx) not formincur, acquire assume or hold guaranty any Subsidiary indebtedness other than as set forth in this Agreement or own any equity interest in any other entitythe Transaction Documents; and (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (qxxi) not pledge its assets lend any funds to secure the obligations of any other Person except as contemplated by the Program Agreements. Each Seller shall (i) be a Delaware limited liability company, (ii) have an Independent Manager, and (iii) not take any action that results in an Act of Insolvency with respect to itselfentity.

Special Purpose Entity Provisions. Each Seller shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program AgreementsPrincipal Agreements and, prior to the occurrence of an Event of Default, the assets and dispositions thereof, including sales, distributions or contributions of assets made by Seller as promptly as practicable following the date on which such assets are no longer subject to a Transaction; (b) not incur any Indebtedness Debt or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Program Principal Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Program Principal Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses 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 not amend, modify or otherwise change its governing organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable Lawlaw); provided, that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of such Seller from such Affiliate and to indicate that such Seller’s assets and credit are not LEGAL02/40464938v16 available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Seller’s own separate balance sheet (if prepared) and (iii) such Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable Lawlaw; (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 and name, shall not identify itself or any of its Affiliates as a division or part of the other; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction except as expressly permitted hereunder; (j) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (k) not engage in or suffer any dissolution (to the fullest extent contemplated by applicable Law)dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (m) will not hold itself out to be responsible for the debts or obligations of any other Person; (n) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (o) use separate stationery, invoices and checks bearing its own name; (p) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (q) not pledge its assets to secure the obligations of any other Person except as contemplated by under the Program Principal Agreements. Each Seller shall (i) be a Delaware limited liability company, company and (ii) have an Independent Manager, and (iii) not take any action that results in an Act of Insolvency Event with respect to itself.