AS OTHERWISE EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS,
ASSUME OR GUARANTY THE DEBTS OF ANY OTHER PERSON (OTHER THAN ANY COMMERCIALLY
REASONABLE GUARANTY OF ANY AFFILIATED LESSEE'S OBLIGATIONS UNDER ANY FRANCHISE
AGREEMENT OR MANAGEMENT AGREEMENT CONSENTED TO BY LENDER), HOLD ITSELF OUT TO BE
RESPONSIBLE FOR THE DEBTS OF ANY OTHER PERSON, OR OTHERWISE PLEDGE ITS ASSETS
FOR THE BENEFIT OF ANY OTHER PERSON OR HOLD OUT ITS CREDIT AS BEING AVAILABLE TO
SATISFY THE OBLIGATIONS OF ANY OTHER PERSON;
74
(XII)
MAKE ANY LOANS OR ADVANCES TO ANY PERSON, WITHOUT THE PRIOR
WRITTEN CONSENT OF LENDER AND AFTER A SECURITIZATION WRITTEN CONFIRMATION FROM
EACH OF THE APPLICABLE RATING AGENCIES THAT THE SAME SHALL NOT RESULT IN THE
QUALIFICATION, WITHDRAWAL OR DOWNGRADE OF THE INITIAL, OR IF HIGHER, THEN
CURRENT RATINGS ISSUED IN CONNECTION WITH A SECURITIZATION;
(XIII)
FAIL TO FILE ITS OWN TAX RETURNS OR FAILS TO FILE A CONSOLIDATED
FEDERAL INCOME TAX RETURN WITH ANY PERSON (UNLESS PROHIBITED OR REQUIRED, AS THE
CASE MAY BE, BY APPLICABLE LEGAL 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) 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; OR
(XXI)
FAIL TO MAINTAIN A SUFFICIENT NUMBER OF EMPLOYEES IN LIGHT OF ITS
CONTEMPLATED BUSINESS OPERATIONS.
(B)
IF BORROWER IS A PARTNERSHIP OR LIMITED LIABILITY COMPANY WHICH IS
NOT A SINGLE MEMBER LIMITED LIABILITY COMPANY, EACH GENERAL PARTNER IN THE