RESPECT.
LENDER AGREES THAT ITS CONSENT PURSUANT TO THIS
SECTION 5.2.1(A) WILL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED
PROVIDED THAT IN CONNECTION WITH ANY REPLACEMENT OF THE PROPERTY MANAGER THE
PERSON CHOSEN BY BORROWER AS THE REPLACEMENT PROPERTY MANAGER IS A QUALIFYING
PROPERTY MANAGER, AND FURTHER AGREES THAT ANY SUCH WRITTEN REQUEST FOR CONSENT
THAT INCLUDES EVIDENCE THAT THE REPLACEMENT PROPERTY MANAGER IS A QUALIFYING
PROPERTY MANAGER, SHALL BE APPROVED OR DISAPPROVED WITHIN TEN (10) BUSINESS DAYS
OF LENDER'S RECEIPT, PROVIDED SUCH WRITTEN REQUEST FROM BORROWER SHALL
CONSPICUOUSLY STATE, IN LARGE BOLD TYPE, THAT "PURSUANT TO SECTION 5.2.1 OF THE
LOAN AGREEMENT, A RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF LENDER'S
RECEIPT OF THIS WRITTEN NOTICE".
IF LENDER FAILS TO DISAPPROVE ANY SUCH MATTER
WITHIN SUCH PERIOD, BORROWER SHALL PROVIDE A SECOND WRITTEN NOTICE REQUESTING
APPROVAL, WHICH WRITTEN NOTICE SHALL CONSPICUOUSLY STATE, IN LARGE BOLD TYPE,
THAT "PURSUANT TO SECTION 5.2.1 OF THE LOAN AGREEMENT, THE MATTER DESCRIBED
HEREIN SHALL BE DEEMED APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY
WITHIN FIVE (5) BUSINESS DAYS OF LENDER'S RECEIPT OF THIS WRITTEN
55
NOTICE".
THEREAFTER, IF LENDER DOES NOT DISAPPROVE SUCH MATTER WITHIN SAID FIVE
(5) BUSINESS DAY PERIOD SUCH MATTER SHALL BE DEEMED APPROVED.
5.2.2
LIENS.
BORROWER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN ON ANY PORTION OF THE
PROPERTY OR PERMIT ANY SUCH ACTION TO BE TAKEN, EXCEPT:
(I)
PERMITTED ENCUMBRANCES;
(II)
LIENS CREATED BY OR PERMITTED PURSUANT TO THE LOAN DOCUMENTS;
AND
(III)
LIENS FOR TAXES OR OTHER CHARGES NOT YET DELINQUENT (OR THAT
BORROWER IS CONTESTING IN ACCORDANCE WITH THE TERMS OF SECTION 5.1.2 HEREOF).
5.2.3
DISSOLUTION.
BORROWER SHALL NOT (A) ENGAGE IN ANY DISSOLUTION,
LIQUIDATION OR CONSOLIDATION OR MERGER WITH OR INTO ANY OTHER BUSINESS ENTITY,
(B) ENGAGE IN ANY BUSINESS ACTIVITY NOT RELATED TO THE OWNERSHIP AND OPERATION
OF THE PROPERTY, (C) TRANSFER, LEASE OR SELL, IN ONE TRANSACTION OR ANY
COMBINATION OF TRANSACTIONS, THE ASSETS OR ALL OR SUBSTANTIALLY ALL OF THE
PROPERTIES OR ASSETS OF BORROWER EXCEPT TO THE EXTENT PERMITTED BY THE LOAN
DOCUMENTS, (D) MODIFY, AMEND, WAIVE OR TERMINATE ITS ORGANIZATIONAL DOCUMENTS OR
ITS QUALIFICATION AND GOOD STANDING IN ANY JURISDICTION IN WHICH IT IS ORGANIZED
OR THE PROPERTY IS LOCATED OR (E) CAUSE THE PRINCIPAL TO (I) DISSOLVE, WIND UP
OR LIQUIDATE OR TAKE ANY ACTION, OR OMIT TO TAKE AN ACTION, AS A RESULT OF WHICH
THE PRINCIPAL WOULD BE DISSOLVED, WOUND UP OR LIQUIDATED IN WHOLE OR IN PART, OR
(II) AMEND, MODIFY, WAIVE OR TERMINATE THE CERTIFICATE OF FORMATION OR OPERATING
AGREEMENT OF THE PRINCIPAL, IN EACH CASE, WITHOUT OBTAINING THE PRIOR WRITTEN
CONSENT OF LENDER OR LENDER'S DESIGNEE.
5.2.4
CHANGE IN BUSINESS.
BORROWER SHALL NOT ENTER INTO ANY LINE OF
BUSINESS OTHER THAN THE OWNERSHIP AND OPERATION OF THE PROPERTY, OR MAKE ANY
MATERIAL CHANGE IN THE SCOPE OR NATURE OF ITS BUSINESS OBJECTIVES, PURPOSES OR
OPERATIONS, OR UNDERTAKE OR