WITH RESPECT TO (X) BORROWER , INCUR ANY DEBT, SECURED OR
UNSECURED, DIRECT OR CONTINGENT (INCLUDING GUARANTEEING ANY OBLIGATION), OTHER
THAN (A) THE DEBT, (B) TRADE
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AND OPERATIONAL INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS WITH
TRADE CREDITORS (INCLUDING OBLIGATIONS IN RESPECT OF ALTERATIONS, REPLACEMENTS
AND CAPITAL IMPROVEMENTS PERMITTED UNDER THE LOAN DOCUMENTS), PROVIDED SUCH
INDEBTEDNESS IS (1) UNSECURED, (2) NOT EVIDENCED BY A NOTE, (3) ON COMMERCIALLY
REASONABLE TERMS AND CONDITIONS, AND (4) DUE NOT MORE THAN SIXTY (60) DAYS PAST
THE DATE INCURRED AND PAID ON OR PRIOR TO SUCH DATE, AND/OR (C) FINANCING LEASES
AND PURCHASE MONEY INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS
RELATING TO PERSONAL PROPERTY ON COMMERCIALLY REASONABLE TERMS AND CONDITIONS;
PROVIDED HOWEVER, THE AGGREGATE AMOUNT OF THE INDEBTEDNESS DESCRIBED IN (B) AND
(C) SHALL , WHEN COMBINED WITH ANY SIMILAR INDEBTEDNESS THEN HELD BY THE
AFFILIATED LESSEE, NOT EXCEED AT ANY TIME FIVE PERCENT (5%) OF THE OUTSTANDING
PRINCIPAL AMOUNT OF THE NOTE; AND (Y) MORTGAGE BORROWER OR ANY SPE COMPONENT
ENTITY THEREOF, INCUR ANY DEBT, SECURED OR UNSECURED, DIRECT OR CONTINGENT
(INCLUDING GUARANTEEING ANY OBLIGATION), OTHER THAN AS PERMITTED UNDER THE
MORTGAGE LOAN DOCUMENTS;
(VIII)
FAIL TO MAINTAIN ITS RECORDS, BOOKS OF ACCOUNT, BANK ACCOUNTS,
FINANCIAL STATEMENTS, ACCOUNTING RECORDS AND OTHER ENTITY DOCUMENTS SEPARATE AND
APART FROM THOSE OF ANY OTHER PERSON; EXCEPT THAT BORROWER'S AND MORTGAGE
BORROWER'S FINANCIAL POSITION, ASSETS, LIABILITIES, NET WORTH AND OPERATING
RESULTS MAY BE INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF AN
AFFILIATE, PROVIDED THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS CLEARLY AND
CONSPICUOUSLY IDENTIFY THE BORROWER AS A SEPARATE LEGAL ENTITY;
(IX)
ENTER INTO ANY CONTRACT OR AGREEMENT WITH ANY GENERAL PARTNER,
MEMBER, SHAREHOLDER, PRINCIPAL, GUARANTOR OF THE OBLIGATIONS OF BORROWER OR OF
MORTGAGE BORROWER, OR ANY AFFILIATE OF THE FOREGOING, EXCEPT UPON TERMS AND
CONDITIONS THAT ARE INTRINSICALLY FAIR, COMMERCIALLY REASONABLE AND
SUBSTANTIALLY SIMILAR TO THOSE THAT WOULD BE AVAILABLE ON AN ARM'S-LENGTH BASIS
WITH UNAFFILIATED THIRD PARTIES;
(X)
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 OTHER PERSON;
(XI)
EXCEPT 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;
(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