Common use of Applicable to Borrowers, Guarantor and Manager Clause in Contracts

Applicable to Borrowers, Guarantor and Manager. In addition to their respective obligations under Section 9.1, each Borrower hereby represents, warrants and covenants as of the Closing Date and until such time as all Obligations are paid in full, that absent express advance written waiver from Lender, which may be withheld in Lender's sole discretion: (A) The Borrowers, Guarantor and Manager shall not, without the prior unanimous written consent of its board of directors, including its two (2) Independent Directors, institute proceedings for itself to be adjudicated bankrupt or insolvent; consent to the institution of bankruptcy or insolvency proceedings against it; file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or a substantial part of its property; make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; (B) Each Borrower, Guarantor and Manager has elected and at all times shall maintain at least two (2) Independent Directors on its board of directors, who shall be selected by such Borrower, Guarantor, or Manager, as applicable. (C) Manager shall comply with the provisions of Section 9.1 applicable to Manager and as is necessary and incidental to its performance under the Management Agreement, provided that Manager may enter into additional management agreements with Affiliates of the Borrowers and employ such persons and own such assets as may be necessary or incidental thereto.

Applicable to Borrowers, Guarantor and Manager. In addition to their respective obligations under Section 9.1, each Borrower hereby represents, warrants and covenants as of the Closing Date and until such time as all Obligations are paid in full, that absent express advance written waiver from Lender, which may be withheld in Lender's sole discretion: (A) The Borrowers, Guarantor and Manager shall not, without the prior unanimous written consent of its board of directors, including its two Independent Directors (2) if required to have Independent Directors), institute proceedings for itself to be adjudicated bankrupt or insolvent; consent to the institution of bankruptcy or insolvency proceedings against it; file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or a substantial part of its property; make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; (B) Each Borrower, Guarantor and Manager has elected and at all times shall maintain at least two (2) Independent Directors on its board of directors, who shall be selected by such Borrower, Borrower Guarantor, or Manager, as applicable. (C) Manager shall comply with the applicable provisions of Section 9.1 applicable to Manager and as is necessary and incidental to its performance under the Management Agreement, provided that Manager may enter into additional management agreements with Affiliates of the Borrowers and employ such persons and own such assets as may be necessary or incidental thereto.

Applicable to Borrowers, Guarantor and Manager. In addition to their respective obligations under Section 9.1, each Borrower of the Borrowers hereby represents, warrants and covenants as of the Closing Date on behalf of itself and until such time as all Obligations are paid in full, that absent express advance written waiver from Lender, which may be withheld in Lender's sole discretion: (A) The Borrowers, Guarantor and Manager shall not, without the prior unanimous written consent of its board of directors, including its two (2) Independent Directors, institute proceedings for itself to be adjudicated bankrupt or insolvent; consent to the institution of bankruptcy or insolvency proceedings against it; file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or a substantial part of its property; make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; (B) Each Borrower, Guarantor and Manager has elected and at all times shall maintain at least two (2) Independent Directors on its board of directors, who shall be selected by such Borrower, Guarantor, or Manager, as applicable. (C) Manager shall comply with the provisions of Section 9.1 applicable to Manager and as is necessary and incidental to its performance under the Management Agreement, provided that Manager may enter into additional management agreements with Affiliates of the Borrowers engaged in business substantially similar to that of the Borrowers and employ such persons and own such assets as may be necessary or incidental thereto.