DATE INCURRED AND PAID ON OR PRIOR TO SUCH DATE, AND/OR (C) PERMITTED
EQUIPMENT LEASES AND/OR (D) TENANT ALLOWANCES, LEASING COMMISSIONS AND OTHER
AMOUNTS FOR WHICH BORROWER IS OBLIGATED PURSUANT TO LEASES; PROVIDED HOWEVER,
THE AGGREGATE AMOUNT OF THE INDEBTEDNESS DESCRIBED IN (B) AND (C) SHALL NOT
EXCEED AT ANY TIME THREE PERCENT (3%) OF THE OUTSTANDING PRINCIPAL AMOUNT OF THE
DEBT.
NO INDEBTEDNESS OTHER THAN THE DEBT MAY BE SECURED (SUBORDINATE OR PARI
PASSU) BY THE PROPERTY;
(VIII)
FAIL TO MAINTAIN
ALL OF ITS BOOKS, RECORDS, FINANCIAL STATEMENTS AND BANK ACCOUNTS SEPARATE FROM
THOSE OF ITS AFFILIATES AND ANY CONSTITUENT PARTY EXCEPT THAT EACH INDIVIDUAL
BORROWER MAY MAINTAIN ITS FINANCIAL BOOKS AND RECORDS WITH ITS CO-BORROWERS.
EACH INDIVIDUAL BORROWER'S ASSETS WILL NOT BE LISTED AS ASSETS ON THE FINANCIAL
STATEMENT OF ANY OTHER PERSON; PROVIDED, HOWEVER, THAT BORROWER'S ASSETS MAY BE
INCLUDED IN A CONSOLIDATED FINANCIAL STATEMENT OF ITS AFFILIATES PROVIDED THAT
(I) APPROPRIATE NOTATION SHALL BE MADE ON SUCH CONSOLIDATED FINANCIAL STATEMENTS
TO INDICATE THE SEPARATENESS OF BORROWER FROM SUCH AFFILIATES AND TO INDICATE
THAT BORROWER'S ASSETS AND CREDIT ARE NOT AVAILABLE TO SATISFY THE DEBTS AND
OTHER OBLIGATIONS OF SUCH AFFILIATES OR ANY OTHER PERSON AND (II) SUCH ASSETS
SHALL BE LISTED ON BORROWER'S OWN SEPARATE BALANCE SHEET.
EACH INDIVIDUAL
BORROWER HAS MAINTAINED AND WILL MAINTAIN ITS BOOKS, RECORDS, RESOLUTIONS AND
66
AGREEMENTS AS RECORDS OF BORROWER AND NOT AS RECORDS OF ANY OTHER PERSON EXCEPT
THAT EACH INDIVIDUAL BORROWER MAY MAINTAIN ITS FINANCIAL BOOKS AND RECORDS WITH
ITS CO-BORROWERS;
(IX)
EXCEPT FOR
CAPITAL CONTRIBUTIONS OR CAPITAL DISTRIBUTIONS PERMITTED UNDER THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND PROPERLY REFLECTED ON ITS BOOKS AND RECORDS
AND, EXCEPT FOR THE ASSUMPTION OF CERTAIN OBLIGATIONS OF BORROWER FOR DEFERRED
PROPERTY MANAGEMENT FEES BY GUARANTOR PURSUANT TO THAT CERTAIN SUB-MANAGEMENT
AGREEMENT ENTERED INTO BETWEEN GUARANTOR, IN ITS CAPACITY AS MANAGER, AND
VORNADO MANAGEMENT CORP., AS SUB-MANAGER, AND EXCEPT FOR THAT CERTAIN SMB
ADMINISTRATION CONTRACT DATED NOVEMBER 1, 2004, BY AND BETWEEN ALEXANDER'S KINGS
PLAZA, LLC AND SMB ADMINISTRATION LLC AND A RELATED LICENSE GRANTED TO SMB
ADMINISTRATION LLC BY ALEXANDER'S KING PLAZA, LLC PURSUANT TO A LETTER DATED
JANUARY 1, 2009, ENTER INTO ANY CONTRACT OR AGREEMENT WITH ANY GENERAL PARTNER,
MEMBER, SHAREHOLDER, PRINCIPAL OR AFFILIATE, EXCEPT UPON TERMS AND CONDITIONS
THAT ARE COMMERCIALLY REASONABLE, INTRINSICALLY FAIR AND SUBSTANTIALLY SIMILAR
TO THOSE THAT WOULD BE AVAILABLE ON AN ARM'S-LENGTH BASIS WITH UNAFFILIATED
THIRD PARTIES;
(X)
MAINTAIN ITS
ASSETS IN SUCH A MANNER THAT IT WILL BE COSTLY OR DIFFICULT TO SEGREGATE,
ASCERTAIN OR IDENTIFY ITS INDIVIDUAL ASSETS FROM THOSE OF ANY OTHER PERSON;
(XI)
EXCEPT AS
CONTEMPLATED BY THE LOAN DOCUMENTS WITH RESPECT TO ITS CO‐BORROWERS, ASSUME OR
GUARANTY OR BECOME OBLIGATED FOR THE DEBTS OF ANY OTHER PERSON, HOLD ITSELF OUT
TO BE RESPONSIBLE FOR THE DEBTS OF ANY OTHER PERSON, OR OTHERWISE PLEDGE ITS
ASSETS TO SECURE THE OBLIGATIONS OF ANY OTHER PERSON OR HOLD OUT ITS ASSETS OR
CREDIT AS BEING AVAILABLE TO SATISFY THE OBLIGATIONS