CONSOLIDATE
VOLUNTARILY WITH ANY OTHER PERSON OR VOLUNTARILY LIQUIDATE, WIND UP, DISSOLVE OR
SUFFER ANY LIQUIDATION OR DISSOLUTION (IN WHOLE OR IN PART), DISCONTINUE THE
BUSINESS OF SUCH PLEDGOR, OR SELL, TRANSFER OR OTHERWISE DISPOSE OF, IN ONE
TRANSACTION OR SERIES OF TRANSACTIONS, ALL OR A SUBSTANTIAL PART OF SUCH
PLEDGOR'S ASSETS, WHETHER NOW OR HEREAFTER ACQUIRED.
D-8
IT WILL NOT ENGAGE IN ANY BUSINESS WHICH IS SUBSTANTIALLY DIFFERENT FROM THE
OWNERSHIP AND OPERATION OF THE ASSETS OWNED BY SUCH PLEDGOR AS OF THE DATE
HEREOF.
IT WILL NOT MAKE INCUR, ASSUME OR SUFFER TO EXIST, DIRECTLY OR INDIRECTLY, (I)
ANY INDEBTEDNESS OTHER THAN THE INDEBTEDNESS DISCLOSED ON THE FINANCIAL
STATEMENT DELIVERED PURSUANT TO THE CREDIT AGREEMENT OR INDEBTEDNESS OTHERWISE
PERMITTED UNDER THE CREDIT AGREEMENT, OR (II) ANY LIEN ON OR SECURITY INTEREST
IN ANY OF SUCH PLEDGOR'S ASSETS OR PROPERTIES OTHER THAN AS PERMITTED UNDER THE
CREDIT AGREEMENT.
IT HAS NOT AND SHALL NOT: (I) INTENTIONALLY DELETED; (II) INTENTIONALLY DELETED;
(III) INTENTIONALLY DELETED; (IV) FAIL TO PRESERVE ITS EXISTENCE AS AN ENTITY
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING (IF APPLICABLE) UNDER THE
LAWS OF THE JURISDICTION OF ITS ORGANIZATION OR FORMATION, OR WITHOUT THE PRIOR
WRITTEN CONSENT OF PLEDGEE, AMEND, MODIFY, TERMINATE OR FAIL TO COMPLY WITH THE
PROVISIONS OF SUCH PLEDGOR'S PARTNERSHIP AGREEMENT, ARTICLES OF ORGANIZATION,
OPERATING AGREEMENT OR SIMILAR ORGANIZATIONAL DOCUMENTS, AS THE CASE MAY BE, AS
THEY MAY BE FURTHER AMENDED OR SUPPLEMENTED, IF SUCH AMENDMENT, MODIFICATION,
TERMINATION OR FAILURE TO COMPLY WOULD ADVERSELY AFFECT THE ABILITY OF SUCH
PLEDGOR TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS;
(V) INTENTIONALLY OMITTED; (VI) COMMINGLE ITS ASSETS WITH THE ASSETS OF ANY OF
ITS GENERAL PARTNERS, MANAGING MEMBERS, SHAREHOLDERS, AFFILIATES, PRINCIPALS OR
ANY OTHER PERSON; (VII) INTENTIONALLY OMITTED; (VIII) FAIL TO MAINTAIN ITS
RECORDS, BOOKS OF ACCOUNT AND BANK ACCOUNTS SEPARATE AND APART FROM THOSE OF THE
GENERAL PARTNERS, MANAGING MEMBERS, SHAREHOLDERS, PRINCIPALS AND AFFILIATES OF
SUCH PLEDGOR, THE AFFILIATES OF A GENERAL PARTNER OR MANAGING MEMBER OF SUCH
PLEDGOR, AND ANY OTHER PERSON OR ENTITY; (IX) ENTER INTO ANY CONTRACT OR
AGREEMENT WITH ANY GENERAL PARTNER, MANAGING MEMBER, SHAREHOLDER, PRINCIPAL OR
AFFILIATE OF SUCH PLEDGOR, EXCEPT UPON TERMS AND CONDITIONS THAT ARE
INTRINSICALLY FAIR AND SUBSTANTIALLY SIMILAR TO THOSE THAT WOULD BE AVAILABLE ON
AN ARMS-LENGTH BASIS WITH THIRD PARTIES OTHER THAN ANY GENERAL PARTNER, MANAGING
MEMBER, SHAREHOLDER, PRINCIPAL OR AFFILIATE OF SUCH PLEDGOR; (X) SEEK THE
DISSOLUTION OR WINDING UP IN WHOLE, OR IN PART, OF SUCH PLEDGOR; (XI) MAINTAIN
ITS ASSETS IN SUCH A MANNER THAT IT WILL BE COSTLY OR DIFFICULT TO SEGREGATE,
ASCERTAIN OR IDENTIFY ITS INDIVIDUAL ASSETS FROM THOSE OF ANY GENERAL PARTNER,
MANAGING MEMBER, SHAREHOLDER, PRINCIPAL OR AFFILIATE OF SUCH PLEDGOR; (XII) HOLD
ITSELF OUT TO BE RESPONSIBLE FOR THE DEBTS OF ANOTHER PERSON; (XIII)
INTENTIONALLY OMITTED; (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