NAME.
THE STATIONERY, INVOICES, AND CHECKS
UTILIZED BY THE SPECIAL PURPOSE ENTITY OR UTILIZED TO COLLECT ITS FUNDS OR PAY
ITS EXPENSES SHALL BEAR ITS OWN NAME AND SHALL NOT BEAR THE NAME OF ANY OTHER
ENTITY UNLESS SUCH ENTITY IS CLEARLY DESIGNATED AS BEING THE SPECIAL PURPOSE
ENTITY'S AGENT;
52
(Y)
HAS NOT PLEDGED AND WILL NOT PLEDGE ITS ASSETS FOR THE BENEFIT OF
ANY OTHER PERSON, EXCEPT AS CONTEMPLATED BY THE LOAN DOCUMENTS;
(Z)
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 UNDER A BUSINESS MANAGEMENT SERVICES AGREEMENT WITH AN AFFILIATE THAT
COMPLIES WITH THE TERMS CONTAINED IN CLAUSE (DD) BELOW, SO LONG AS THE MANAGER,
OR EQUIVALENT THEREOF, UNDER SUCH BUSINESS MANAGEMENT SERVICES AGREEMENT HOLDS
ITSELF OUT AS AN AGENT OF BORROWER;
(AA)
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;
(BB)
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);
(CC)
HAS NOT IDENTIFIED AND WILL NOT IDENTIFY ITS PARTNERS, MEMBERS 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;
(DD)
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, 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 THE
TRANSACTIONS CONTEMPLATED HEREBY;
(EE)
HAS NOT AND WILL NOT HAVE ANY OBLIGATION TO, AND WILL NOT,
INDEMNIFY ITS PARTNERS, OFFICERS, DIRECTORS OR MEMBERS, AS THE CASE MAY BE,
UNLESS SUCH AN OBLIGATION IS FULLY SUBORDINATED TO THE DEBT AND WILL NOT
CONSTITUTE A CLAIM AGAINST IT IN THE EVENT THAT CASH FLOW IN EXCESS OF THE
AMOUNT REQUIRED TO PAY THE DEBT IS INSUFFICIENT TO PAY SUCH OBLIGATION;
(FF)
IF SUCH ENTITY IS A CORPORATION, IT SHALL CONSIDER THE INTERESTS
OF ITS CREDITORS IN CONNECTION WITH ALL CORPORATE ACTIONS;
(GG)
DOES NOT AND WILL NOT HAVE ANY OF ITS OBLIGATIONS (OTHER THAN
OBLIGATIONS IN RESPECT OF THE LOAN GUARANTEED BY ANY AFFILIATE; AND
(HH)
HAS COMPLIED AND WILL COMPLY WITH ALL