PERSON, EXCEPT
AS PERMITTED PURSUANT TO THE LOAN DOCUMENTS;
(XVIII)
SHALL NOT MAKE ANY LOANS OR ADVANCES TO ANY OTHER
PERSON;
(XIX)
SHALL FILE ITS OWN TAX RETURNS AS REQUIRED UNDER
FEDERAL AND STATE LAW IF SUCH BORROWER IS NOT A DISREGARDED ENTITY FOR FEDERAL
INCOME TAX PURPOSES;
(XX)
SHALL HOLD ITSELF OUT TO THE PUBLIC AS A LEGAL
ENTITY SEPARATE AND DISTINCT FROM ANY OTHER PERSON AND CONDUCT ITS BUSINESS
SOLELY IN ITS OWN NAME SHALL CORRECT ANY KNOWN MISUNDERSTANDING REGARDING ITS
SEPARATE IDENTITY, SHALL CONDUCT BUSINESS IN ITS OWN NAME, AND SHALL NOT
IDENTIFY ITSELF OR ANY OF ITS AFFILIATES AS A DIVISION OR PART OF THE OTHER,
EXCEPT FOR SERVICES RENDERED BY PROPERTY MANAGER UNDER THE PROPERTY MANAGEMENT
CONTRACT, SO LONG AS PROPERTY MANAGER HOLDS ITSELF OUT AS AN AGENT OF THE
BORROWER;
(XXI)
SHALL 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;
(XXII)
SHALL ALLOCATE SHARED EXPENSES (INCLUDING, WITHOUT
LIMITATION, SHARED OFFICE SPACE) AND TO USE SEPARATE STATIONERY, INVOICES AND
CHECKS; PROVIDED, HOWEVER, THAT PROPERTY MANAGER, ON BEHALF OF BORROWER, MAY
MAINTAIN AND USE INVOICES AND CHECKS BEARING PROPERTY MANAGER'S NAME;
(XXIII)
SHALL PAY (OR CAUSE THE PROPERTY MANAGER TO PAY ON
BEHALF OF BORROWER FROM BORROWER'S FUNDS) ITS OWN LIABILITIES (INCLUDING,
WITHOUT LIMITATION, SALARIES OF ITS OWN EMPLOYEES) FROM ITS OWN FUNDS AND SHALL
MAINTAIN A SUFFICIENT NUMBER OF EMPLOYEES (IF ANY) IN LIGHT OF ITS CONTEMPLATED
BUSINESS OPERATIONS;
(XXIV)
SHALL NOT ACQUIRE OBLIGATIONS OR SECURITIES OF ITS
PARTNERS, MEMBERS OR SHAREHOLDERS, AS APPLICABLE, OR ANY OTHER AFFILIATE;
(XXV)
SHALL CONDUCT ITS BUSINESS SO THAT THE ASSUMPTIONS
MADE WITH RESPECT THERETO IN THE NON-CONSOLIDATION OPINION DELIVERED TO LENDER
IN CONNECTION WITH THE LOAN OR IN ANY UPDATE THEREOF OR ADDITIONAL
NON-CONSOLIDATION OPINION DELIVERED IN CONNECTION WITH THE LOAN SUBSEQUENT TO
THE CLOSING OF THE LOAN SHALL BE TRUE AND CORRECT IN ALL RESPECTS;
(XXVI)
SHALL NOT PERMIT ANY AFFILIATE OR CONSTITUENT PARTY
INDEPENDENT ACCESS TO ITS BANK ACCOUNTS; AND
(XXVII)
SHALL NOT PERMIT ITS ASSETS TO BE LISTED AS ASSETS ON
THE FINANCIAL STATEMENT OF ANY OTHER PERSON; PROVIDED, HOWEVER, THAT ITS ASSETS
MAY BE INCLUDED IN A CONSOLIDATED FINANCIAL STATEMENT OF ITS AFFILIATES,
PROVIDED THAT (A) APPROPRIATE NOTATION SHALL BE MADE ON SUCH CONSOLIDATED
FINANCIAL STATEMENTS TO INDICATE THE SEPARATENESS OF IT
39
AND SUCH AFFILIATES AND TO INDICATE THAT ITS ASSETS AND CREDIT ARE NOT AVAILABLE
TO SATISFY THE DEBTS AND OTHER OBLIGATIONS OF SUCH AFFILIATES OR ANY OTHER
PERSON AND (B) SUCH ASSETS SHALL BE LISTED ON ITS OWN SEPARATE BALANCE SHEET.
(B)
APPROVED ORGANIZATIONAL DOCUMENTS.
LENDER
ACKNOWLEDGES THAT THE FORMS OF ORGANIZATIONAL DOCUMENTS OF SPONSOR BORROWER
APPROVED BY LENDER IN CONNECTION WITH THE FUNDING OF THE LOAN SATISFY THE
REQUIREMENTS OF THIS ARTICLE 7.
(C)
SPE EQUITY OWNER CRITERIA.
IF BORROWER
CEASES TO BE A SINGLE MEMBER DELAWARE LIMITED LIABILITY COMPANY AND MAINTAINS
MORE THAN ONE MEMBER, ONE OF THE MEMBER'S OF BORROWER