it do business under
any name other than Borrower's actual name set forth herein.
The principal
place of business and chief executive office of Borrower is and will remain as
stated in the first paragraph of this Loan Agreement.
SECTION 8.24.
Limitation on Indebtedness.
Borrower shall not incur, create,
contract for, waive, assume, have outstanding, guarantee or otherwise become
liable with respect to Indebtedness other than Permitted Indebtedness.
SECTION 8.25.
Distributions, Dividends and Affiliate Payments.
(A)
BORROWER SHALL NOT DIRECTLY OR INDIRECTLY MAKE OR ALLOW TO BE MADE
ANY DIVIDENDS, PAYMENTS OR DISTRIBUTIONS TO ANY DIRECT OR INDIRECT OWNER OF ANY
INTEREST IN BORROWER OR ANY AFFILIATE OF BORROWER (I) AT ANY TIME THAT A CASH
SWEEP CONDITION SHALL HAVE OCCURRED AND BE CONTINUING, (II) AT ANY TIME THAT A
FIRST TIER DEFAULT OR AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
(III) WITH RESPECT TO AMOUNTS PAID TO ANY AFFILIATE OF BORROWER PURSUANT TO
OPERATING AGREEMENTS, UNLESS (X) THE RELATIONSHIP OF THE AFFILIATE TO BORROWER
HAS BEEN DISCLOSED IN WRITING TO AGENT, (Y) THE TERMS OF ALL AGREEMENTS AND
ARRANGEMENTS ARE IN WRITING, AND (Z) AGENT SHALL HAVE CONSENTED TO SAME, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD SO LONG AS SUCH AGREEMENT OR
ARRANGEMENT IS FOR THE PROVISION OF GOODS AND SERVICES IN THE ORDINARY COURSE OF
BORROWER'S BUSINESS, IS ON FAIR AND REASONABLE TERMS AND IS NO MORE ONEROUS TO
BORROWER THAN BORROWER WOULD OBTAIN IN A COMPARABLE ARM'S LENGTH TRANSACTION
WITH A PERSON NOT ITS AFFILIATE, OR (IV) DIVIDENDS, PAYMENTS OR DISTRIBUTIONS
ARE OTHERWISE PROHIBITED PURSUANT TO SECTION 8.30 HEREOF.
NOTWITHSTANDING
CLAUSE (II) ABOVE, (Y) SO LONG AS NO CASH SWEEP CONDITION (AND WITHOUT REGARD AS
TO WHETHER A FIRST TIER EVENT OF DEFAULT OR EVENT OF DEFAULT) SHALL HAVE
OCCURRED AND BE CONTINUING, BORROWER MAY MAKE DISTRIBUTIONS TO BORROWER PARTNERS
FOR DISTRIBUTION, IN TURN, TO GUARANTOR (OR TO THE AFFILIATES OF GUARANTOR OWNED
BY GUARANTOR) IN THE EVENT THAT, A FAILURE OF BORROWER TO MAKE SUCH DISTRIBUTION
WOULD RESULT IN THE FAILURE OF GUARANTOR (OR ANY AFFILIATE THEREOF) TO MAKE ANY
DISTRIBUTION REQUIRED TO MADE TO SUCH GUARANTOR'S (OR AFFILIATE'S) SHAREHOLDERS
IN ORDER FOR GUARANTOR AND ANY INTERMEDIATE HOLDING COMPANIES OF GUARANTOR
BETWEEN GUARANTOR AND BORROWER TO MAINTAIN ITS TAX STATUS AS A "REAL ESTATE
INVESTMENT TRUST" UNDER APPLICABLE LEGAL REQUIREMENTS, AND (Z)
SO LONG AS NO
FIRST TIER DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER
MAY MAKE PAYMENTS TO ASSET MANAGER AND OTHER AFFILIATES OF BORROWER PURSUANT TO
OPERATING AGREEMENTS SHALL BE PERMITTED, SUBJECT TO THE CASH MANAGEMENT
AGREEMENT.
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SECTION 8.26.
ERISA.
Borrower shall not at any time have any employees or
engage in any transaction which would cause any obligation or action taken or to
be taken hereunder by Borrower to be a non-exempt (under a statutory or
administrative class exemption) prohibited transaction under ERISA.
Borrower
(i) shall, and shall cause all ERISA Affiliates to make all required
contributions to any Pension Plan or Multiemployer