OF ANY OTHER PERSON;
(XII)
MAKE ANY LOANS
OR ADVANCES TO, OR OWN OR ACQUIRE ANY STOCK OR SECURITIES OF, ANY PERSON;
(XIII)
FAIL TO FILE ITS
OWN TAX RETURNS SEPARATE FROM THOSE OF ANY OTHER PERSON, EXCEPT TO THE EXTENT
THAT THE COMPANY IS TREATED AS A "DISREGARDED ENTITY" FOR TAX PURPOSES AND IS
NOT REQUIRED TO FILE TAX RETURNS UNDER APPLICABLE LAW AND PAY ANY TAXES REQUIRED
TO BE PAID UNDER APPLICABLE LAW;
(XIV)
FAIL EITHER TO
HOLD ITSELF OUT TO THE PUBLIC AS A LEGAL ENTITY SEPARATE AND DISTINCT FROM ANY
OTHER PERSON OR TO CONDUCT ITS BUSINESS SOLELY IN ITS OWN NAME OR FAIL TO
CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS SEPARATE IDENTITY (EXCEPT WITH
RESPECT TO ACTIONS TAKEN BY AGENTS, INCLUDING MANAGER, ON BEHALF OF BORROWER
PURSUANT TO AGREEMENTS THAT ARE ON COMMERCIALLY REASONABLE TERMS COMPARABLE TO
THOSE OF AN ARM'S‐LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY AND SO LONG
AS THE AGENTS UNDER SUCH AGREEMENTS HOLD THEMSELVES OUT AS AN AGENT OF
BORROWER);
(XV)
FAIL TO 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,
(PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT REQUIRE ANY EQUITY OWNER TO
MAKE ADDITIONAL CAPITAL CONTRIBUTIONS TO ANY BORROWER);
67
(XVI)
WITHOUT THE
UNANIMOUS WRITTEN CONSENT OF ALL OF ITS PARTNERS OR MEMBERS, AS APPLICABLE, AND
THE CONSENT OF BOTH INDEPENDENT DIRECTORS (REGARDLESS OF WHETHER SUCH
INDEPENDENT DIRECTOR IS ENGAGED AT BORROWER OR SPE COMPONENT ENTITY LEVEL), (A)
FILE ANY INSOLVENCY, OR REORGANIZATION CASE OR PROCEEDING, (B) INSTITUTE
PROCEEDINGS TO HAVE BORROWER BE ADJUDICATED BANKRUPT OR INSOLVENT, (C) INSTITUTE
PROCEEDINGS UNDER ANY APPLICABLE INSOLVENCY LAW, (D) SEEK ANY RELIEF UNDER ANY
LAW RELATING TO RELIEF FROM DEBTS OR THE PROTECTION OF DEBTORS, (E) CONSENT TO
THE FILING OR INSTITUTION OF BANKRUPTCY OR INSOLVENCY PROCEEDINGS AGAINST
BORROWER, (F) FILE A PETITION SEEKING, OR CONSENT TO, REORGANIZATION OR RELIEF
WITH RESPECT TO BORROWER UNDER ANY APPLICABLE FEDERAL OR STATE LAW RELATING TO
BANKRUPTCY OR INSOLVENCY, (E) SEEK OR CONSENT TO THE APPOINTMENT OF A RECEIVER,
LIQUIDATOR, ASSIGNEE, TRUSTEE, SEQUESTRATOR, CUSTODIAN, OR ANY SIMILAR OFFICIAL
OF OR FOR BORROWER OR A SUBSTANTIAL PART OF ITS PROPERTY, (F) MAKE ANY
ASSIGNMENT FOR THE BENEFIT OF CREDITORS OF BORROWER, (G) ADMIT IN WRITING
BORROWER'S INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE OR (H) TAKE
ACTION IN FURTHERANCE OF ANY OF THE FOREGOING;
(XVII)
FAIL TO ALLOCATE
FAIRLY AND REASONABLY ANY SHARED EXPENSES (INCLUDING, WITHOUT LIMITATION, SHARED
OFFICE SPACE AND FOR SERVICES PERFORMED BY AN EMPLOYEE OF AN AFFILIATE) OR FAIL
TO USE SEPARATE STATIONERY, INVOICES AND CHECKS BEARING ITS OWN NAME;
(XVIII)
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 THE PLEDGE BY GUARANTOR PURSUANT TO THE PLEDGE
AGREEMENT, FAIL TO PAY