SUCH SPC PARTY WOULD BE DISSOLVED, WOUND UP
OR LIQUIDATED IN WHOLE OR IN PART, OR (B) AMEND, MODIFY, WAIVE OR TERMINATE THE
CERTIFICATE OF INCORPORATION OR BYLAWS OF SUCH SPC PARTY IN ANY MANNER THAT
(1) VIOLATES THE SINGLE PURPOSE COVENANTS SET FORTH IN SECTION 3.1.24, OR
(2) AMENDS, MODIFIES OR OTHERWISE CHANGES ANY PROVISION THEREOF THAT BY ITS
TERMS CANNOT BE MODIFIED AT ANY TIME WHEN THE LOAN IS OUTSTANDING OR BY ITS
TERMS CANNOT BE MODIFIED WITHOUT LENDER'S CONSENT. UPON PAYMENT OF THE DEBT AND
THE SATISFACTION OF ALL OTHER OBLIGATIONS OF BORROWER UNDER THE LOAN DOCUMENTS,
LENDER WILL EXECUTE AND DELIVER TO BORROWER, AT BORROWER'S REQUEST AND SOLE COST
AND EXPENSE (INCLUDING LENDER'S REASONABLE OUT-OF-POCKET COSTS
49
AND EXPENSES), A CERTIFICATE IN A FORM REASONABLY ACCEPTABLE TO LENDER AND
REQUIRED BY THE DELAWARE SECRETARY OF STATE AND/OR AS REASONABLY REQUIRED BY
BORROWER TO EVIDENCE REPAYMENT OF THE DEBT AND THE ABILITY OF THE SPC PARTY TO
THEREAFTER AMEND ITS CERTIFICATE OF INCORPORATION AND BY-LAWS OR OTHER
ORGANIZATIONAL DOCUMENTS.
4.2.4
CHANGE IN BUSINESS.
BORROWER SHALL NOT ENTER INTO ANY LINE OF
BUSINESS OTHER THAN THE OWNERSHIP AND OPERATION OF THE PROPERTY.
4.2.5
DEBT CANCELLATION.
BORROWER SHALL NOT CANCEL OR OTHERWISE FORGIVE
OR RELEASE ANY CLAIM OR DEBT (OTHER THAN TERMINATION OF LEASES IN ACCORDANCE
HEREWITH) OWED TO BORROWER BY ANY PERSON, EXCEPT FOR ADEQUATE CONSIDERATION AND
IN THE ORDINARY COURSE OF BORROWER'S BUSINESS.
4.2.6
AFFILIATE TRANSACTIONS.
BORROWER SHALL NOT ENTER INTO, OR BE A
PARTY TO, ANY TRANSACTION WITH AN AFFILIATE OF BORROWER OR ANY OF THE PARTNERS
OF BORROWER EXCEPT IN THE ORDINARY COURSE OF BUSINESS AND ON TERMS WHICH ARE
FULLY DISCLOSED TO LENDER IN ADVANCE AND 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.
4.2.7
ZONING.
BORROWER SHALL NOT INITIATE OR CONSENT TO ANY ZONING
RECLASSIFICATION OF ANY PORTION OF THE PROPERTY OR SEEK ANY VARIANCE UNDER ANY
EXISTING ZONING ORDINANCE OR USE OR PERMIT THE USE OF ANY PORTION OF THE
PROPERTY IN ANY MANNER THAT COULD RESULT IN SUCH USE BECOMING A NON-CONFORMING
USE UNDER ANY ZONING ORDINANCE OR ANY OTHER APPLICABLE LAND USE LAW, RULE OR
REGULATION, WITHOUT THE PRIOR CONSENT OF LENDER; PROVIDED, HOWEVER, THAT THE
FOREGOING SHALL NOT PROHIBIT THE CONTINUED USE OF THE PROPERTY IN ITS THEN
CURRENT MANNER IF SUCH USE BECOMES A PERMITTED NON-CONFORMING USE BY VIRTUE OF A
CHANGE IN ZONING OR OTHER LAND USE LAWS WHICH WAS NOT INITIATED BY BORROWER.
4.2.8
ASSETS.
BORROWER SHALL NOT PURCHASE OR OWN ANY PROPERTY OTHER THAN
THE PROPERTY AND ANY PROPERTY NECESSARY OR INCIDENTAL FOR THE OPERATION OF THE
PROPERTY.
4.2.9
NO JOINT ASSESSMENT.
BORROWER SHALL NOT SUFFER, PERMIT OR INITIATE
THE JOINT ASSESSMENT OF THE PROPERTY (I) WITH ANY OTHER REAL PROPERTY
CONSTITUTING A TAX LOT SEPARATE FROM THE PROPERTY, AND (II) WITH ANY PORTION OF
THE PROPERTY WHICH MAY BE DEEMED TO CONSTITUTE PERSONAL PROPERTY, OR ANY OTHER
PROCEDURE