CHANGE IN THE SCOPE OR NATURE OF ITS BUSINESS OBJECTIVES, PURPOSES
OR OPERATIONS, OR UNDERTAKE OR PARTICIPATE IN ACTIVITIES OTHER THAN THE
CONTINUANCE OF ITS PRESENT BUSINESS.
(F)
DEBT CANCELLATION.
CANCEL OR OTHERWISE FORGIVE OR RELEASE ANY
MATERIAL CLAIM OR DEBT OWED TO BORROWER BY ANY PERSON, EXCEPT FOR ADEQUATE
CONSIDERATION OR IN THE ORDINARY COURSE OF BORROWER'S BUSINESS.
(G)
AFFILIATE TRANSACTIONS.
ENTER INTO, OR BE A PARTY TO, ANY
TRANSACTION WITH AN AFFILIATE OF BORROWER, EXCEPT IN THE ORDINARY COURSE OF
BUSINESS AND ON TERMS WHICH ARE FULLY DISCLOSED TO AGENT IN ADVANCE AND ON TERMS
WHICH ARE NO LESS FAVORABLE TO BORROWER OR SUCH AFFILIATE THAN WOULD BE OBTAINED
IN A COMPARABLE ARM'S LENGTH TRANSACTION WITH AN UNRELATED THIRD PARTY (OTHER
THAN THE MANAGEMENT AGREEMENT).
(H)
CREATION OF EASEMENTS.
EXCEPT AS EXPRESSLY PERMITTED BY OR
PURSUANT TO THE MORTGAGE OR THIS AGREEMENT, CREATE, OR PERMIT THE PROPERTY OR
ANY PART THEREOF TO BECOME SUBJECT TO, ANY EASEMENT, LICENSE OR RESTRICTIVE
COVENANT, OTHER THAN A PERMITTED ENCUMBRANCE, PROVIDED, THAT THE CONSENT OF
AGENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED TO THE EXTENT THAT ANY SUCH
EASEMENT, LICENSE OR RESTRICTIVE COVENANT IS REASONABLY NECESSARY FOR THE
CONTINUED USE, ENJOYMENT, ACCESS TO OR OPERATION OF THE APPLICABLE PROPERTY.
(I)
MISAPPLICATION OF FUNDS.
DISTRIBUTE ANY RENTS OR MONEYS RECEIVED
FROM ACCOUNTS IN VIOLATION OF THE PROVISIONS OF SECTION 3.12, OR FAIL TO PLEDGE
ANY SECURITY DEPOSIT TO AGENT, OR MISAPPROPRIATE ANY SECURITY DEPOSIT OR PORTION
THEREOF.
(J)
CERTAIN RESTRICTIONS.
ENTER INTO ANY AGREEMENT THAT EXPRESSLY
RESTRICTS THE ABILITY OF BORROWER TO ENTER INTO AMENDMENTS, MODIFICATIONS OR
WAIVERS OF ANY OF THE LOAN DOCUMENTS.
(K)
ASSIGNMENT OF LICENSES AND PERMITS.
ASSIGN OR TRANSFER ANY OF ITS
INTEREST IN ANY PERMITS PERTAINING TO THE PROPERTY, OR ASSIGN, TRANSFER OR
REMOVE OR PERMIT ANY OTHER PERSON TO ASSIGN, TRANSFER OR REMOVE ANY RECORDS
PERTAINING TO THE PROPERTY.
(L)
PLACE OF ORGANIZATION.
CHANGE ITS JURISDICTION OF ORGANIZATION,
CREATION OR FORMATION, AS APPLICABLE, WITHOUT GIVING AGENT AT LEAST FIFTEEN (15)
DAYS' PRIOR WRITTEN NOTICE THEREOF AND PROMPTLY PROVIDING AGENT SUCH INFORMATION
AS AGENT MAY REASONABLY REQUEST IN CONNECTION THEREWITH.
101
(M)
LEASES.
ENTER INTO, AMEND OR CANCEL LEASES, EXCEPT AS PERMITTED BY
OR PURSUANT TO OR WOULD NOT RESULT IN A VIOLATION OF THIS AGREEMENT.
(N)
MANAGEMENT AGREEMENT.
EXCEPT IN ACCORDANCE WITH THIS AGREEMENT,
(I) TERMINATE OR CANCEL THE MANAGEMENT AGREEMENT, (II) CONSENT TO EITHER THE
REDUCTION OF THE TERM OF OR THE ASSIGNMENT OF THE MANAGEMENT AGREEMENT,
(III) INCREASE OR CONSENT TO THE INCREASE OF THE AMOUNT OF ANY CHARGES UNDER THE
MANAGEMENT AGREEMENT, OR (IV) OTHERWISE MODIFY, CHANGE, SUPPLEMENT, ALTER OR
AMEND, OR WAIVE OR RELEASE ANY OF ITS RIGHTS AND REMEDIES UNDER, THE MANAGEMENT
AGREEMENT IN ANY MATERIAL RESPECT.
(O)
PLANS AND WELFARE PLANS.
KNOWINGLY ENGAGE IN OR PERMIT ANY
TRANSACTION IN CONNECTION WITH WHICH BORROWER OR ANY ERISA AFFILIATE COULD BE
SUBJECT TO EITHER A MATERIAL CIVIL PENALTY OR TAX ASSESSED PURSUANT TO
SECTION 502(I) OR 502(1) OF ERISA OR SECTION