OR FAIL TO FILE A CONSOLIDATED
TAX RETURN ON WHICH BORROWER (AND AS APPLICABLE, MORTGAGE BORROWER AND ANY SPE
COMPONENT ENTITY
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THEREOF) IS IDENTIFIED AS A SEPARATE ENTITY FROM ALL OTHER PERSONS, OR WHICH
OTHERWISE COMPLIES WITH OR IF NECESSARY IS PROMPTLY AMENDED TO COMPLY WITH ALL
APPLICABLE RATING AGENCY REQUIREMENTS;
(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;
(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;
(XVI)
IF IT IS A PARTNERSHIP OR LIMITED LIABILITY COMPANY, WITHOUT THE
UNANIMOUS WRITTEN CONSENT OF ALL OF ITS PARTNERS OR MEMBERS, AS APPLICABLE, AND
THE WRITTEN CONSENT OF 100% OF THE DIRECTORS OR MANAGERS AS APPLICABLE, OF EACH
SPE COMPONENT ENTITY (IF ANY), INCLUDING, WITHOUT LIMITATION, EACH INDEPENDENT
DIRECTOR, (A) FILE OR CONSENT TO THE FILING OF ANY PETITION, EITHER VOLUNTARY OR
INVOLUNTARY, TO TAKE ADVANTAGE OF ANY CREDITORS RIGHTS LAWS, (B) SEEK OR CONSENT
TO THE APPOINTMENT OF A RECEIVER, LIQUIDATOR OR ANY SIMILAR OFFICIAL, (C) TAKE
ANY ACTION THAT MIGHT CAUSE SUCH ENTITY TO BECOME INSOLVENT, OR (D) MAKE AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(XVII)
FAIL TO ALLOCATE SHARED EXPENSES (INCLUDING, WITHOUT LIMITATION,
SHARED OFFICE SPACE AND SERVICES PERFORMED BY AN EMPLOYEE OF AN AFFILIATE) AMONG
THE PERSONS SHARING SUCH EXPENSES AND TO USE SEPARATE STATIONERY, INVOICES AND
CHECKS;
(XVIII)
(A) FAIL TO REMAIN SOLVENT OR (B) FAIL TO PAY ITS OWN LIABILITIES
(INCLUDING, WITHOUT LIMITATION, SALARIES OF ITS OWN EMPLOYEES) ONLY FROM ITS OWN
FUNDS;
(XIX)
ACQUIRE OBLIGATIONS OR SECURITIES OF ITS PARTNERS, MEMBERS,
SHAREHOLDERS OR OTHER AFFILIATES, AS APPLICABLE;
(XX)
VIOLATE OR CAUSE TO BE VIOLATED THE ASSUMPTIONS MADE WITH RESPECT
TO BORROWER AND ITS PRINCIPALS IN ANY OPINION LETTER PERTAINING TO SUBSTANTIVE
CONSOLIDATION DELIVERED TO LENDER IN CONNECTION WITH THE LOAN;
(XXI)
FAIL TO MAINTAIN A SUFFICIENT NUMBER OF EMPLOYEES IN LIGHT OF ITS
CONTEMPLATED BUSINESS OPERATIONS; OR
(XXII)
FORM, ACQUIRE, OR HOLD ANY SUBSIDIARY (OTHER THAN MORTGAGE
BORROWER AND MORTGAGE BORROWER GP).
(B)
IF BORROWER IS A PARTNERSHIP OR LIMITED LIABILITY COMPANY WHICH IS
NOT A SINGLE MEMBER LIMITED LIABILITY COMPANY, EACH GENERAL PARTNER IN THE CASE
OF A GENERAL PARTNERSHIP, EACH GENERAL PARTNER IN THE CASE OF A LIMITED
PARTNERSHIP, OR THE MANAGING MEMBER IN THE CASE OF A LIMITED LIABILITY COMPANY
(EACH AN "SPE COMPONENT ENTITY") OF BORROWER, AS APPLICABLE, SHALL BE A
CORPORATION OR A SINGLE MEMBER DELAWARE LIMITED LIABILITY COMPANY (WHICH SHALL
COMPLY WITH ALL ADDITIONAL PROVISIONS CONTAINED HEREIN WITH RESPECT TO DELAWARE
LIMITED LIABILITY COMPANIES) WHOSE SOLE ASSET IS ITS INTEREST IN BORROWER.
EACH
SPE COMPONENT ENTITY (I) WILL AT ALL TIMES
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COMPLY WITH EACH OF THE COVENANTS, TERMS AND PROVISIONS CONTAINED IN
SECTION 6.1(A)(III) - (VI) AND (VIII) - (XXI),