Common use of Special Purpose Covenants Clause in Contracts

Special Purpose Covenants. (a) So long as the Facility Lease shall not have been terminated in accordance with its terms, the Facility Lessee shall: (i) maintain its own separate books and records and bank accounts, and at all times hold itself out to the public as a legal entity separate from the partners of the limited partnership of the Facility Lessee and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS"); (ii) file its own tax returns, if any, as may be required under Applicable Law, to the extent (a) not part of a consolidated or combined group filing a consolidated return or returns or (b) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (iii) maintain financial statements separate from those of any other Person (except that the Facility Lessee may be included in the consolidated financial statement of another Person where required by and in accordance with GAAP); (iv) pay its own liabilities only out of its own funds; (v) hold title to assets it owns in its own name, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vi) observe all limited partnership formalities under Applicable Law necessary to maintain its identity as an entity separate and distinct from the Ownership Interestholders and all of its other Affiliates; (vii) not commingle its assets with assets of any other Person or make any loans or advances to, or pledge its assets for the benefit of, any other Person; (viii) not guarantee (other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION 6.8), become obligated for, or hold itself or its credit out to be responsible for, the debt, or obligations of any other Person or become involved in the day to day management or act as the agent of any other Person; and (ix) not identify in writing its Ownership Interestholders or any of its Affiliates as a division or part of it or itself as a division or part of any of them (except for the inclusion of the Facility Lessee in consolidated financial statements in accordance with and as required by GAAP or for tax purposes). (b) So long as the Facility Lease shall not have been terminated in accordance with its terms, the Facility Lessee shall cause each of ME Westside and Chestnut Ridge to comply with the provisions of SCHEDULE 5.18.

Special Purpose Covenants. (a) So long as The Members shall cause the Facility Lease Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The Members also shall not have been terminated in accordance with its terms, cause the Facility Lessee shallCompany to: (i) maintain its own separate books and records and bank accounts, and accounts separate from any other Person; (ii) at all times hold itself out to the public as a legal entity separate from the partners of the limited partnership of the Facility Lessee Members and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS")Person; (iiiii) file its own tax returns, if any, as may be required under Applicable Lawapplicable law, to the extent (a1) not part of a consolidated or combined group filing a consolidated return or returns or (b2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (iii) maintain financial statements separate from those of any other Person (except that the Facility Lessee may be included in the consolidated financial statement of another Person where required by and in accordance with GAAP)applicable law; (iv) pay its own liabilities only out of its own funds; (v) hold title to assets it owns Except as contemplated in its own namethe Basic Documents, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vi) observe all limited partnership formalities under Applicable Law necessary to maintain its identity as an entity separate and distinct from the Ownership Interestholders and all of its other Affiliates; (vii) not commingle its assets with assets of any other Person; (v) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that the Company’s assets may be included in a consolidated financial statement of its Affiliate provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate and to indicate that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the Company’s own separate balance sheet; (vii) pay its own liabilities and expenses only out of its own funds, provided, however, the foregoing shall not require any Member to make any loans additional capital contributions to the Company; (viii) maintain an arm’s length relationship with its Affiliates and the Members; and except for capital contributions or advances tocapital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of the Company, not enter into any transaction with an Affiliate of the Company except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction; (ix) pay the salaries of its own employees, if any, provided, however, the foregoing shall not require the Members to make any additional capital contributions to the Company; (x) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) allocate fairly and reasonably any overhead expenses for shared office space shared with an Affiliate; (xii) use separate stationery, invoices and checks bearing its own name; (xiii) not pledge its assets for the benefit of, of any other Person; (viiixiv) not guarantee (other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION 6.8), become obligated for, or hold itself or correct any known misunderstanding regarding its credit out to be responsible for, the debt, or obligations of any other Person or become involved in the day to day management or act as the agent of any other Personseparate identity; and (ixxv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, provided, however, the foregoing shall not identify in writing its Ownership Interestholders require the Members to make any additional capital contributions to the Company. Failure of the Company, or the Members on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of its Affiliates the Company as a division separate legal entity or part of it or itself as a division or part of any of them (except for the inclusion limited liability of the Facility Lessee in consolidated financial statements in accordance with and as required by GAAP or for tax purposes)Members. (b) So long as the Facility Lease Loan is outstanding, the Members shall not have been terminated cause or permit the Company to: (i) Except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person; (ii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Article III, the Basic Documents or this Article XIV; (iii) incur, create or assume any indebtedness other than the Loan and any indebtedness and liabilities within the ordinary course of its business that are related to the ownership and operation of the Property and as expressly permitted under the Basic Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance to any entity that is not an Affiliate required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with its termssuch provisions; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Facility Lessee shall cause each Basic Documents and subject to obtaining any approvals required under this Agreement; (vi) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other); (vii) Except as contemplated or permitted by the Basic Documents, buy or hold evidence of ME Westside indebtedness issued by any other Person (other than cash or investment-grade securities); or (viii) own any asset or property other than the Property and Chestnut Ridge to comply with incidental personal property necessary for the provisions ownership or operation of SCHEDULE 5.18the Property.

Special Purpose Covenants. (a) So long Notwithstanding any other provision of this Lease and any provision of law that otherwise so empowers the Corporation, Lessee shall at all times, on Lessee's own behalf and acting as the Facility Lease shall not have been terminated in accordance with its terms, lessee of the Facility Lessee shallLeased Property: (i1) remain solvent and pay Lessee's debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due, and 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; (2) correct any known misunderstanding regarding Lessee's separate identity and not identify itself as a division of any other Person; (3) maintain its own separate Lessee's bank accounts, books of account, books and records and bank accounts, and at all times hold itself out to the public as a legal entity separate from the partners of the limited partnership of the Facility Lessee and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS"); (ii) file its own tax returns, if any, as may be required under Applicable Law, to the extent (a) not part of a consolidated or combined group filing a consolidated return or returns or (b) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (iii) maintain financial statements separate from those of any other Person (Person, file its own tax returns except to the extent that the Facility Lessee may be included in the consolidated financial statement of another Person where it is required by and in accordance with GAAP)law to file consolidated tax returns; (iv4) pay its maintain Lessee's own liabilities only out of its own fundsrecords, books, resolutions and By-laws; (v5) not commingle Lessee's funds or assets with those of any other Person nor participate in any cash management system with any other Person, except as contemplated by the Loan Documents; (6) hold title to Lessee's assets it owns in its own name, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vi7) observe all limited partnership formalities conduct Lessee's business in its own name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Lessor, except for services rendered under Applicable Law necessary to maintain its identity a business management services agreement with an Affiliate that complies with the terms contained in subparagraph (xxi) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an entity separate and distinct from the Ownership Interestholders and all agent of its other AffiliatesLessee; (viiA) not commingle maintain Lessee's financial statements, accounting records and other entity documents separate from those of any other Person; (B) in its financial statements, show its assets with assets and liabilities separate and apart from those of any other Person or make any loans or advances to, or pledge except as required by GAAP in connection with the preparation of consolidated financial statements; and (C) not permit its assets to be listed as assets on the financial statement of any other Person except as required by GAAP in connection with the preparation of consolidated financial statements; provided, however, that any such consolidated financial statements referenced in clause (B) or (C) above shall contain a note indicating that it is a separate entity and that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (9) pay Lessee's own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and maintain a sufficient number of employees in light of its contemplated business operations; (10) observe all corporate formalities; (11) have no indebtedness except as expressly permitted by Lessee's certificate of incorporation or other organizational documents as in effect on the date hereof; (12) not assume or guarantee or become obligated for the benefit ofdebts of any other Person, hold out Lessee's credit as being available to satisfy the obligations of any other Person; (viii13) not guarantee acquire obligations or securities of Lessee's shareholders or any other Affiliate; (14) allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate; (15) maintain and use separate stationery, invoices and checks bearing Lessee's name. The stationery, invoices, and checks utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION 6.8), become obligated for, or hold itself or its credit out to be responsible for, entity unless such entity is clearly designated as being the debt, or obligations other entity agent; (16) not pledge Lessee's assets for the benefit of any other Person or become involved in the day to day management or act as the agent of any (other Person; andthan Lender); (ix17) not hold itself out and identify in writing its Ownership Interestholders or any of its Affiliates itself as a division separate and distinct entity under Lessee's own name or part in a name franchised or licensed to it by an entity other than an Affiliate of it itself or itself of Lessor and not as a division or part of any of them (other Person, except for services rendered under a business management services agreement with an Affiliate that complies with the inclusion of the Facility Lessee terms contained in consolidated financial statements in accordance with and as required by GAAP or for tax purposes). subparagraph (bxxi) So below, so long as the Facility Lease shall manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Lessor; (18) maintain Lessee's 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; (19) 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) (20) not identify Lessee's shareholders or any Affiliate of any of them, as a division or part of it, and not identify itself as a division of any other Person; (21) not enter into or be a party to, any transaction with Lessee's shareholders, or Affiliates except 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; (22) not have been terminated in accordance with its termsany of Lessee's obligations guaranteed by any Affiliate, except (x) that Lessor may guarantee obligations relating to any franchise or management arrangements for the Facility Leased Properties or (y) as contemplated by the Loan Documents; (23) not form, acquire or hold any subsidiary, except that Lessee shall cause each may hold (x) subsidiaries solely for the purpose of ME Westside holding liquor licenses and Chestnut Ridge (y) a subsidiary solely for the purpose of holding title to the personal property at any Facility; (24) comply with all of the terms and provisions contained in Lessee's organizational documents; and (25) not engage in or seek to consent to any dissolution, winding up, liquidation, consolidation, merger, sale of SCHEDULE 5.18all or substantially all of it assets, and have a Board of Directors separate from that of any other Person.

Special Purpose Covenants. (a) So long Notwithstanding any other provision of this Lease and any provision of law that otherwise so empowers the Corporation, Operating Lessee shall at all times, on Operating Lessee's own behalf and acting as the Facility Lease shall not have been terminated in accordance with its terms, lessee of the Facility Lessee shallLeased Property: (i) maintain remain solvent and pay Operating Lessee's debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own separate books and records and bank accountsassets as the same shall become due, and at all times hold itself out to maintain adequate capital for the public as normal obligations reasonably foreseeable in a legal entity separate from the partners business of the limited partnership its size and character and in light of the Facility Lessee and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS")its contemplated business operations; (ii) file its own tax returns, if any, as may be required under Applicable Law, to the extent (a) correct any known misunderstanding regarding Operating Lessee's separate identity and not part of a consolidated or combined group filing a consolidated return or returns or (b) not treated identify itself as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Lawother Person; (iii) maintain financial statements Operating Lessee's bank accounts, books of account, books and records separate from those of any other Person (Person, file its own tax returns except to the extent that the Facility Lessee may be included in the consolidated financial statement of another Person where it is required by and in accordance with GAAP)law to file consolidated tax returns; (iv) pay its maintain Operating Lessee's own liabilities only out of its own fundsrecords, books, resolutions and By-laws; (v) not commingle Operating Lessee's funds or assets with those of any other Person nor participate in any cash management system with any other Person, except as contemplated by the Loan Documents; (vi) hold title to Operating Lessee's assets it owns in its own name, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vivii) observe all limited partnership formalities conduct Operating Lessee's business in its own name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Operating Lessor, except for services rendered under Applicable Law necessary to maintain its identity a business management services agreement with an Affiliate that complies with the terms contained in subparagraph (xxi) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an entity separate and distinct from the Ownership Interestholders and all agent of its other AffiliatesOperating Lessee; (viiA) not commingle maintain Operating Lessee's financial statements, accounting records and other entity documents separate from those of any other Person; (B) in its financial statements, show its assets with assets and liabilities separate and apart from those of any other Person or make any loans or advances to, or pledge except as required by GAAP in connection with the preparation of consolidated financial statements; and (C) not permit its assets to be listed as assets on the financial statement of any other Person except as required by GAAP in connection with the preparation of consolidated financial statements; provided, however, that any such consolidated financial statements referenced in clause (B) or (C) above shall contain a note indicating that it is a separate entity and that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (ix) pay Operating Lessee's own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and maintain a sufficient number of employees in light of its contemplated business operations; (x) observe all corporate formalities; (xi) have no indebtedness except as expressly permitted by Operating Lessee's certificate of incorporation or other organizational documents as in effect on the date hereof; (xii) not assume or guarantee or become obligated for the benefit ofdebts of any other Person, hold out Operating Lessee's credit as being available to satisfy the obligations of any other Person; (viiixiii) not guarantee acquire obligations or securities of Operating Lessee's shareholders or any other Affiliate; (xiv) allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate; (xv) maintain and use separate stationery, invoices and checks bearing Operating Lessee's name. The stationery, invoices, and checks utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION 6.8), become obligated for, or hold itself or its credit out to be responsible for, entity unless such entity is clearly designated as being the debt, or obligations other entity agent; (xvi) not pledge Operating Lessee's assets for the benefit of any other Person or become involved in the day to day management or act as the agent of any (other Person; andthan Lender); (ixxvii) not hold itself out and identify in writing its Ownership Interestholders or any of its Affiliates itself as a division separate and distinct entity under Operating Lessee's own name or part in a name franchised or licensed to it by an entity other than an Affiliate of it itself or itself of Operating Lessor and not as a division or part of any of them (other Person, except for services rendered under a business management services agreement with an Affiliate that complies with the inclusion of the Facility Lessee terms contained in consolidated financial statements in accordance with and as required by GAAP or for tax purposes). subparagraph (bxxi) So below, so long as the Facility Lease shall manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Operating Lessor; (xviii) maintain Operating Lessee's 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; (xix) 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) (xx) not identify Operating Lessee's shareholders or any Affiliate of any of them, as a division or part of it, and not identify itself as a division of any other Person; (xxi) not enter into or be a party to, any transaction with Operating Lessee's shareholders, or Affiliates except 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; (xxii) not have been terminated in accordance with its termsany of Operating Lessee's obligations guaranteed by any Affiliate, except (x) that Operating Lessor may guarantee obligations relating to any franchise or management arrangements for the Facility Leased Properties or (y) as contemplated by the Loan Documents; (xxiii) not form, acquire or hold any subsidiary, except that Operating Lessee shall cause each may hold (x) subsidiaries solely for the purpose of ME Westside holding liquor licenses and Chestnut Ridge (y) a subsidiary solely for the purpose of holding title to the personal property at any Facility; (xxiv) comply with all of the terms and provisions contained in Operating Lessee's organizational documents; and (xxv) not engage in or seek to consent to any dissolution, winding up, liquidation, consolidation, merger, sale of SCHEDULE 5.18all or substantially all of it assets, and have a Board of Directors separate from that of any other Person.

Special Purpose Covenants. (a) So long Notwithstanding any other provision of this Lease and any provision of law that otherwise so empowers the Corporation, Lessee shall at all times, on Lessee’s own behalf and acting as the Facility Lease shall not have been terminated in accordance with its terms, lessee of the Facility Lessee shallLeased Property: (i) maintain remain solvent and pay Lessee’s debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own separate books and records and bank accountsassets as the same shall become due, and at all times hold itself out to maintain adequate capital for the public as normal obligations reasonably foreseeable in a legal entity separate from the partners business of the limited partnership its size and character and in light of the Facility Lessee and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS")its contemplated business operations; (ii) file its own tax returns, if any, as may be required under Applicable Law, to the extent (a) correct any known misunderstanding regarding Lessee’s separate identity and not part of a consolidated or combined group filing a consolidated return or returns or (b) not treated identify itself as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Lawother Person; (iii) maintain financial statements Lessee’s bank accounts, books of account, books and records separate from those of any other Person (Person, file its own tax returns except to the extent that the Facility Lessee may be included in the consolidated financial statement of another Person where it is required by and in accordance with GAAP)law to file consolidated tax returns; (iv) pay its maintain Lessee’s own liabilities only out of its own fundsrecords, books, resolutions and By-laws; (v) not commingle Lessee’s funds or assets with those of any other Person nor participate in any cash management system with any other Person, except as contemplated by the Loan Documents; (vi) hold title to Lessee’s assets it owns in its own name, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vivii) observe all limited partnership formalities conduct Lessee’s business in its own name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Lessor, except for services rendered under Applicable Law necessary to maintain its identity a business management services agreement with an Affiliate that complies with the terms contained in subparagraph (xxi) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an entity separate and distinct from the Ownership Interestholders and all agent of its other AffiliatesLessee; (viiA) not commingle maintain Lessee’s financial statements, accounting records and other entity documents separate from those of any other Person; (B) in its financial statements, show its assets with assets and liabilities separate and apart from those of any other Person or make any loans or advances to, or pledge except as required by GAAP in connection with the preparation of consolidated financial statements; and (C) not permit its assets to be listed as assets on the financial statement of any other Person except as required by GAAP in connection with the preparation of consolidated financial statements; provided, however, that any such consolidated financial statements referenced in clause (B) or (C) above shall contain a note indicating that it is a separate entity and that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (ix) pay Lessee’s own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and maintain a sufficient number of employees in light of its contemplated business operations; (x) observe all corporate formalities; (xi) have no indebtedness except as expressly permitted by Lessee’s certificate of incorporation or other organizational documents as in effect on the date hereof; (xii) not assume or guarantee or become obligated for the benefit ofdebts of any other Person, hold out Lessee’s credit as being available to satisfy the obligations of any other Person; (viiixiii) not guarantee acquire obligations or securities of Lessee’s shareholders or any other Affiliate; (xiv) allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate; (xv) maintain and use separate stationery, invoices and checks bearing Lessee’s name. The stationery, invoices, and checks utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION 6.8), become obligated for, or hold itself or its credit out to be responsible for, entity unless such entity is clearly designated as being the debt, or obligations other entity agent; (xvi) not pledge Lessee’s assets for the benefit of any other Person or become involved in the day to day management or act as the agent of any (other Person; andthan Lender); (ixxvii) not hold itself out and identify in writing its Ownership Interestholders or any of its Affiliates itself as a division separate and distinct entity under Lessee’s own name or part in a name franchised or licensed to it by an entity other than an Affiliate of it itself or itself of Lessor and not as a division or part of any of them (other Person, except for services rendered under a business management services agreement with an Affiliate that complies with the inclusion of the Facility Lessee terms contained in consolidated financial statements in accordance with and as required by GAAP or for tax purposes). subparagraph (bxxi) So below, so long as the Facility Lease shall manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Lessor; (xviii) maintain Lessee’s 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; (xix) 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) (xx) not identify Lessee’s shareholders or any Affiliate of any of them, as a division or part of it, and not identify itself as a division of any other Person; (xxi) not enter into or be a party to, any transaction with Lessee’s shareholders, or Affiliates except 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; (xxii) not have been terminated in accordance with its termsany of Lessee’s obligations guaranteed by any Affiliate, except (x) that Lessor may guarantee obligations relating to any franchise or management arrangements for the Facility Leased Properties or (y) as contemplated by the Loan Documents; (xxiii) not form, acquire or hold any subsidiary, except that Lessee shall cause each may hold (x) subsidiaries solely for the purpose of ME Westside holding liquor licenses and Chestnut Ridge (y) a subsidiary solely for the purpose of holding title to the personal property at any Facility; (xxiv) comply with all of the terms and provisions contained in Lessee’s organizational documents; and (xxv) not engage in or seek to consent to any dissolution, winding up, liquidation, consolidation, merger, sale of SCHEDULE 5.18all or substantially all of it assets, and have a Board of Directors separate from that of any other Person.

Special Purpose Covenants. (a) So long as the Facility Lease shall not have been terminated in accordance with its terms, the Facility Lessee shall: (i) maintain its own separate books and records and bank accounts, and at all times hold itself out to the public as a legal entity separate from the partners of the limited partnership of the Facility Lessee and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERSOwnership Interestholders"); (ii) file its own tax returns, if any, as may be required under Applicable Law, to the extent (a) not part of a consolidated or combined group filing a consolidated return or returns or (b) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (iii) maintain financial statements separate from those of any other Person (except that the Facility Lessee may be included in the consolidated financial statement of another Person where required by and in accordance with GAAP); (iv) pay its own liabilities only out of its own funds; (v) hold title to assets it owns in its own name, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vi) observe all limited partnership formalities under Applicable Law necessary to maintain its identity as an entity separate and distinct from the Ownership Interestholders and all of its other Affiliates; (vii) not commingle its assets with assets of any other Person or make any loans or advances to, or pledge its assets for the benefit of, any other Person; (viii) not guarantee (other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION Section 6.8), become obligated for, or hold itself or its credit out to be responsible for, the debt, or obligations of any other Person or become involved in the day to day management or act as the agent of any other Person; and (ix) not identify in writing its Ownership Interestholders or any of its Affiliates as a division or part of it or itself as a division or part of any of them (except for the inclusion of the Facility Lessee in consolidated financial statements in accordance with and as required by GAAP or for tax purposes). (b) So long as the Facility Lease shall not have been terminated in accordance with its terms, the Facility Lessee shall cause each of ME Westside and Chestnut Ridge to comply with the provisions of SCHEDULE Schedule 5.18.

Special Purpose Covenants. (a) So long as the Facility Lease shall not have been terminated in accordance with its terms, the Facility Lessee shall: (i) maintain its own separate books and records and bank accounts, and at all times hold itself out to the public as a legal entity separate from the partners of the limited partnership of the Facility Lessee and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS"); (ii) file its own tax returns, if any, as may be required under Applicable Law, to the extent (a) not part of a consolidated or combined group filing a consolidated return or returns or (b) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (iii) maintain financial statements separate from those of any other Person (except that the Facility Lessee may be included in the consolidated financial statement of another Person where required by and in accordance with GAAP); (iv) pay its own liabilities only out of its own funds; (v) hold title to assets it owns in its own name, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vi) observe all limited partnership formalities under Applicable Law necessary to maintain its identity as an entity separate and distinct from the Ownership Interestholders and all of its other Affiliates; (vii) not commingle its assets with assets of any other Person or make any loans or advances to, or pledge its assets for the benefit of, any other Person; (viii) not guarantee (other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION Section 6.8), become obligated for, or hold itself or its credit out to be responsible for, the debt, or obligations of any other Person or become involved in the day to day management or act as the agent of any other Person; and (ix) not identify in writing its Ownership Interestholders or any of its Affiliates as a division or part of it or itself as a division or part of any of them (except for the inclusion of the Facility Lessee in consolidated financial statements in accordance with and as required by GAAP or for tax purposes). (b) So long as the Facility Lease shall not have been terminated in accordance with its terms, the Facility Lessee shall cause each of ME Westside and Chestnut Ridge to comply with the provisions of SCHEDULE 5.18.. 38

Special Purpose Covenants. (a) So long as The Partners shall cause the Facility Lease Partnership to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The General Partner and the Limited Partners also shall not have been terminated in accordance with its terms, cause the Facility Lessee shallPartnership to: (i) maintain its own separate books and records and bank accounts, and accounts separate from any other Person; (ii) at all times hold itself out to the public as a legal entity separate from the partners of General Partner, the limited partnership of the Facility Lessee Limited Partners and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS")Person; (iiiii) file its own tax returns, if any, as may be required under Applicable Lawapplicable law, to the extent (a1) not part of a consolidated or combined group filing a consolidated return or returns or (b2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (iii) maintain financial statements separate from those of any other Person (except that the Facility Lessee may be included in the consolidated financial statement of another Person where required by and in accordance with GAAP)applicable law; (iv) pay its own liabilities only out of its own funds; (v) hold title to assets it owns Except as contemplated in its own namethe Basic Documents, and deposit all of its funds in checking accounts, saving accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (vi) observe all limited partnership formalities under Applicable Law necessary to maintain its identity as an entity separate and distinct from the Ownership Interestholders and all of its other Affiliates; (vii) not commingle its assets with assets of any other Person; (v) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that the Partnership’s assets may be included in a consolidated financial statement of its Affiliate provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Partnership from such Affiliate and to indicate that the Partnership’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the Partnership’s own separate balance sheet; (vii) pay its own liabilities and expenses only out of its own funds, provided, however, the foregoing shall not require any Limited Partner to make any loans additional capital contributions to the Partnership; (viii) maintain an arm’s length relationship with its Affiliates, the General Partner and the Limited Partners; and except for capital contributions or advances tocapital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of the Partnership, not enter into any transaction with an Affiliate of the Partnership except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction; (ix) pay the salaries of its own employees, if any, provided, however, the foregoing shall not require the General Partner or the Limited Partners to make any additional capital contributions to the Partnership; (x) not hold out its credit or assets as being available to satisfy the obligations of others; (xi) allocate fairly and reasonably any overhead expenses for shared office space shared with an Affiliate; (xii) use separate stationery, invoices and checks bearing its own name; (xiii) not pledge its assets for the benefit of, of any other Person; (viiixiv) not guarantee (other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION 6.8), become obligated for, or hold itself or correct any known misunderstanding regarding its credit out to be responsible for, the debt, or obligations of any other Person or become involved in the day to day management or act as the agent of any other Personseparate identity; and (ixxv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, provided, however, the foregoing shall not identify in writing its Ownership Interestholders require the General Partner or the Limited Partners to make any additional capital contributions to the Partnership. Failure of the Partnership, or the General Partner or the Limited Partners on behalf of the Partnership, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of its Affiliates the Partnership as a division separate legal entity or part of it or itself as a division or part of any of them (except for the inclusion limited liability of the Facility Lessee in consolidated financial statements in accordance with and as required by GAAP or for tax purposes)Limited Partners. (b) So long as the Facility Lease Loan is outstanding, the General Partner and the Limited Partners shall not have been terminated cause or permit the Partnership to: (i) Except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person; (ii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Article III, the Basic Documents or this Article XIV; (iii) incur, create or assume any indebtedness other than the Loan and any indebtedness and liabilities within the ordinary course of its business that are related to the ownership and operation of the Property and as expressly permitted under the Basic Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Partnership may invest in those investments permitted under the Basic Documents and may make any advance to any entity that is not an Affiliate required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with its termssuch provisions; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Facility Lessee shall cause each Basic Documents and subject to obtaining any approvals required under this Agreement; (vi) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other); (vii) Except as contemplated or permitted by the Basic Documents, buy or hold evidence of ME Westside indebtedness issued by any other Person (other than cash or investment-grade securities); or (viii) own any asset or property other than the Property and Chestnut Ridge to comply with incidental personal property necessary for the provisions ownership or operation of SCHEDULE 5.18the Property.

Special Purpose Covenants. (a) So The Company shall, and Sole Member shall cause the Company, to, so long as the Facility Lease shall Master Agreement remains in effect or any of the Obligations is outstanding: not engage in any business other than as set forth in Section 3 above; not have been terminated any assets other than those related to its partnership interest in accordance with the Partnership; to the fullest extent permitted by law, not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, asset sale, conversion to another type of entity, transfer of its termsjurisdiction of formation, transfer of limited liability company interests or the Facility Lessee shall: (i) like, or amendment of this Agreement or the Certificate of Formation; intend to remain solvent and intend to maintain adequate capital in light of its contemplated business operations; not fail to correct any known misunderstanding regarding its separate identity; maintain its own separate accounts, books and records and bank accounts, and at all times hold itself out to the public as a legal entity separate from the partners of the limited partnership of the Facility Lessee and any other Person (such partners and any Person holding a beneficial interest in any such partner, collectively, the "OWNERSHIP INTERESTHOLDERS"); (ii) file its own tax returns, if any, as may be required under Applicable Law, except to the extent (a) that it is required or permitted to file consolidated tax returns by law; maintain its books, records, resolutions and agreements; not part of a consolidated commingle its funds or combined group filing a consolidated return or returns or (b) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under Applicable Law; (iii) maintain financial statements separate from assets with those of any other Person (except that the Facility Lessee may be included in the consolidated financial statement of another Person where required by and in accordance with GAAP); (iv) pay Person; hold its own liabilities only out of its own funds; (v) hold title to assets it owns in its own name, except for services rendered under a business management services agreement, so long as the manager, or equivalent thereof, under, such business management services agreement holds itself out as an agent of the Company; conduct its business in its name, except for services rendered under a business management services agreement, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of the Company; maintain its financial statements, accounting records and deposit all other entity documents separate from any other Person, except as required by GAAP, in which event such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; pay its own liabilities, including the salaries of its funds in checking accountsown employees, saving accounts, time deposits or certificates out of deposit in its own name or invest such funds in its own name; (vi) and assets; observe all limited partnership formalities under Applicable Law necessary liability company formalities; not enter into or be a party to maintain its identity as any transaction with an entity separate and distinct from Affiliate except in the Ownership Interestholders and all 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; have no indebtedness other Affiliates; (vii) than liabilities incurred in the ordinary course of business relating to acting as Incumbent General Partner of the Partnership and the routine administration of the Company; not commingle its assets with assets assume or guarantee or become obligated for the debts of any other Person or make hold out its credit as being available to satisfy the obligations of any loans other Person; not acquire obligations or advances tosecurities of its members; allocate fairly and reasonably shared expenses, or including shared office space, and use separate stationery, invoices and checks, which shall not bear the name of any other entity unless such other entity is clearly designated as being the Company’s agent; not pledge its assets for the benefit of, any other Person; (viii) not guarantee (other than guarantees in connection with Permitted Trading Activities or permitted pursuant to SECTION 6.8), become obligated for, or hold itself or its credit out to be responsible for, the debt, or obligations of any other Person or become involved in the day to day management or act as the agent of any other Person; and (ix) not hold itself out and identify in writing its Ownership Interestholders or any of its Affiliates itself as a division or part of it or itself separate and distinct entity under its own name and not as a division or part of any of them (other Person, except for the inclusion of the Facility Lessee in consolidated financial statements in accordance with and as required by GAAP or for tax purposes). (b) So services rendered under a business management services agreement, so long as the Facility Lease shall manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of the Company; 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; not make loans to any Person; not identify its members or any Affiliate, as a division or part of it; except for capital contributions from the members or capital distributions to the members properly reflected on the books and records of the entity, will not enter into or be a party to, any transaction with its members or Affiliates except in the ordinary course of its business and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party; not withdraw as a general partner of the Partnership; not have been terminated nor acquire any subsidiaries (other than the Partnership); and have no obligation to indemnify its officers or members, as the case may be, or has such an obligation that is fully subordinated to the Obligations and will not constitute a claim against the Company if cash flow in accordance with its termsexcess of the amount required to pay the Obligations is insufficient to pay the Obligations. Failure of the Company, or the Facility Lessee shall cause each Sole Member on behalf of ME Westside and Chestnut Ridge the Company, to comply with any of the provisions foregoing covenants or any other covenants contained in this Agreement shall not affect the status of SCHEDULE 5.18the Company as a separate legal entity or the limited liability of any Member. Notwithstanding any other provision of this Agreement and any other provision of law that otherwise so empowers the Company, the Members, any Officer or any other Person, so long as the Master Agreement remains in effect or any of the Obligations is outstanding, neither the Members, nor any Officer, nor any other Person shall be authorized or empowered on behalf of the Company to, nor shall they permit the Company to, and the Company shall not, on its own behalf or on behalf of the Partnership, without the prior unanimous written consent of the Members (including the Independent Member): (i) file, institute proceedings or consent to the filing, of a voluntary or other bankruptcy or insolvency petition with respect to the Company or the Partnership, make any general assignment for the benefit of creditors of the Company or the Partnership or institute any other insolvency proceeding with respect to the Company or the Partnership, or seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official with respect to the Company or the Partnership or admit in writing the Company’s or the Partnership’s inability to pay its debts generally as they become due, (ii) withdraw, or cause the withdrawal of, the Company as a general partner of the Partnership, (iii) commence or otherwise undertake a dissolution, winding up, liquidation, consolidation or merger of the Company, or a sale, transfer, encumbrance or other disposition of the assets of the Company, a conversion of the Company to another type of entity, transfer of the Company’s jurisdiction of formation, transfer of limited liability company interests of the Company, or an amendment of this Agreement or the Certificate of Formation, or (iv) incur indebtedness except to the extent permitted pursuant to Section 7(xv); provided however, that so long as the Master Agreement remains in effect or any of the Obligations is outstanding, the Sole Member may not authorize the taking of any of the foregoing actions, on behalf of or with respect to the Company or the Partnership, unless there is at least one Independent Member then acting in such capacity and such Independent Member has consented to such action.