BENEFIT OF ANY OTHER PERSON OR HOLD OUT ITS CREDIT AS BEING AVAILABLE TO
SATISFY THE OBLIGATIONS OF ANY OTHER PERSON;
(XII)
MAKE ANY LOANS OR ADVANCES TO ANY PERSON;
(XIII)
FAIL TO FILE ITS OWN TAX RETURNS OR FILES 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 MANAGERS OF PLEDGOR, (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)
FAIL TO REMAIN SOLVENT OR PAY ITS OWN LIABILITIES (INCLUDING, WITHOUT
LIMITATION, SALARIES OF ITS OWN EMPLOYEES) ONLY FROM ITS OWN FUNDS, PROVIDED
THAT THERE ARE SUFFICIENT FUNDS FROM THE OPERATION OF THE PROPERTY TO DO SO;
(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
PLEDGOR 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 SUCH PLEDGOR IS A LIMITED PARTNERSHIP OR LIMITED LIABILITY
COMPANY, 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 SUCH PLEDGOR, AS APPLICABLE, SHALL BE A CORPORATION WHOSE
12
SOLE ASSET IS ITS INTEREST IN SUCH PLEDGOR.
EACH SPE COMPONENT ENTITY (I) WILL
AT ALL TIMES COMPLY WITH EACH OF THE COVENANTS, TERMS AND PROVISIONS CONTAINED
IN SECTION 6.1(A)(III) - (VI) AND (VIII) - (XXI), AS IF SUCH REPRESENTATION,
WARRANTY OR COVENANT WAS MADE DIRECTLY BY SUCH SPE COMPONENT ENTITY; (II) WILL
NOT ENGAGE IN ANY BUSINESS OR ACTIVITY OTHER THAN OWNING AN INTEREST IN SUCH
PLEDGOR; (III) WILL NOT ACQUIRE OR OWN ANY ASSETS OTHER THAN ITS PARTNERSHIP,
MEMBERSHIP, OR OTHER EQUITY INTEREST