PERSON EXCEPT AS PERMITTED OR REQUIRED PURSUANT TO THIS
AGREEMENT;
(XXVII)
HAS HELD ITSELF OUT AND IDENTIFIED ITSELF AND WILL HOLD
ITSELF OUT AND IDENTIFY ITSELF AS A SEPARATE AND DISTINCT ENTITY UNDER ITS OWN
NAME OR IN A NAME FRANCHISED OR LICENSED TO IT BY AN ENTITY OTHER THAN AN
AFFILIATE OF BORROWER AND NOT AS A DIVISION OR PART OF ANY OTHER PERSON, EXCEPT
FOR SERVICES RENDERED BY MANAGER UNDER THE MANAGEMENT AGREEMENT, SO LONG AS
MANAGER HOLDS ITSELF OUT AS AN AGENT OF THE BORROWER;
(XXVIII)
HAS MAINTAINED 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 OTHER PERSON;
(XXIX)
HAS NOT MADE AND WILL NOT MAKE LOANS TO ANY PERSON
OR HOLD EVIDENCE OF INDEBTEDNESS ISSUED BY ANY OTHER PERSON OR ENTITY (OTHER
THAN CASH AND INVESTMENT-GRADE SECURITIES ISSUED BY AN ENTITY THAT IS NOT AN
AFFILIATE OF OR SUBJECT TO COMMON OWNERSHIP WITH SUCH ENTITY);
(XXX)
HAS NOT IDENTIFIED AND WILL NOT IDENTIFY ITS
PARTNERS, MEMBERS, BENEFICIARIES OR SHAREHOLDERS, OR ANY AFFILIATE OF ANY OF
THEM, AS A DIVISION OR PART OF IT, AND HAS NOT IDENTIFIED ITSELF AND SHALL NOT
IDENTIFY ITSELF AS A DIVISION OF ANY OTHER PERSON;
(XXXI)
DOES NOT AND WILL NOT HAVE ANY OF ITS OBLIGATIONS
GUARANTEED BY ANY AFFILIATE EXCEPT AS OTHERWISE REQUIRED IN THE LOAN DOCUMENTS;
(XXXII)
HAS NOT ENTERED INTO OR BEEN A PARTY TO, AND WILL NOT
ENTER INTO OR BE A PARTY TO, ANY TRANSACTION WITH ITS PARTNERS, MEMBERS,
BENEFICIARIES, SHAREHOLDERS OR AFFILIATES EXCEPT (A) IN THE ORDINARY COURSE OF
ITS BUSINESS AND ON TERMS WHICH ARE INTRINSICALLY FAIR, COMMERCIALLY REASONABLE
AND ARE NO LESS FAVORABLE TO IT THAN WOULD BE OBTAINED IN A COMPARABLE
ARM'S-LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY AND (B) IN CONNECTION
WITH THIS AGREEMENT; AND
(XXXIII)
HAS COMPLIED AND WILL COMPLY WITH ALL OF THE TERMS AND
PROVISIONS CONTAINED IN ITS ORGANIZATIONAL DOCUMENTS. THE STATEMENT OF FACTS
CONTAINED IN ITS ORGANIZATIONAL DOCUMENTS ARE TRUE AND CORRECT AND WILL REMAIN
TRUE AND CORRECT.
17
"State" shall mean, with respect to the Property, the State or Commonwealth in
which the Property or any part thereof is located.
"Survey" shall mean a survey of the Property in question prepared by a surveyor
licensed in the State and satisfactory to Lender and the company or companies
issuing the Title Insurance Policy, and containing a certification of such
surveyor satisfactory to Lender.
"Tax and Insurance Escrow Fund" shall have the meaning set forth in Section 7.2
hereof regardless of whether the funds held therein are held by Lender for the
payment of Taxes or Insurance Premiums or both.
"Taxes" shall mean all real estate and personal property taxes, assessments,
water rates or sewer rents, now or hereafter levied or assessed or imposed
against the Property or any part thereof.
"Tenant" shall mean any person or entity with a possessory right to all or any