OF THE CODE, PERMIT ANY
WELFARE PLAN TO PROVIDE BENEFITS, INCLUDING WITHOUT LIMITATION, MEDICAL BENEFITS
(WHETHER OR NOT INSURED), WITH RESPECT TO ANY CURRENT OR FORMER EMPLOYEE OF
BORROWER BEYOND HIS OR HER RETIREMENT OR OTHER TERMINATION OF SERVICE OTHER THAN
(I) COVERAGE MANDATED BY APPLICABLE LAW, (II) DEATH OR DISABILITY BENEFITS THAT
HAVE BEEN FULLY PROVIDED FOR BY PAID UP INSURANCE OR OTHERWISE OR (III)
SEVERANCE BENEFITS (UNLESS SUCH COVERAGE IS PROVIDED AFTER NOTIFICATION OF AND
WITH THE REASONABLE APPROVAL OF LENDER OR PURSUANT TO AN EMPLOYMENT OR SEVERANCE
AGREEMENT ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE), PERMIT THE ASSETS OF BORROWER TO BECOME "PLAN ASSETS", WHETHER BY
OPERATION OF LAW OR UNDER REGULATIONS PROMULGATED UNDER ERISA OR ADOPT, AMEND
(EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW) OR MATERIALLY INCREASE THE AMOUNT
OF ANY BENEFIT OR AMOUNT PAYABLE UNDER, OR PERMIT ANY ERISA AFFILIATE TO ADOPT,
AMEND (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW) OR MATERIALLY INCREASE THE
AMOUNT OF ANY BENEFIT OR AMOUNT PAYABLE UNDER, ANY PLAN OR WELFARE PLAN, EXCEPT
FOR NORMAL INCREASES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE THAT, IN THE AGGREGATE, DO NOT RESULT IN A MATERIAL INCREASE IN
BENEFITS EXPENSE TO BORROWER OR ANY ERISA AFFILIATE.
(P)
TRANSFER OF OWNERSHIP INTERESTS.
PERMIT ANY TRANSFER OF A DIRECT
OR INDIRECT OWNERSHIP INTEREST OR VOTING RIGHT IN BORROWER (OTHER THAN A
PERMITTED TRANSFER).
(Q)
EQUIPMENT AND INVENTORY.
EXCEPT PURSUANT TO THE MANAGEMENT
AGREEMENT, PERMIT ANY EQUIPMENT OWNED BY BORROWER TO BE REMOVED AT ANY TIME FROM
ANY MORTGAGED PROPERTY
86
UNLESS THE REMOVED ITEM IS CONSUMED OR SOLD IN THE USUAL AND CUSTOMARY COURSE OF
BUSINESS, REMOVED TEMPORARILY FOR MAINTENANCE AND REPAIR OR, IF REMOVED
PERMANENTLY, REPLACED BY AN ARTICLE OF EQUIVALENT SUITABILITY AND NOT MATERIALLY
LESS VALUE, OWNED BY BORROWER FREE AND CLEAR OF ANY LIEN (OTHER THAN PERMITTED
ENCUMBRANCES).
(R)
MANAGEMENT FEES.
PAY BORROWER OR ANY AFFILIATE OF BORROWER ANY
MANAGEMENT FEES WITH RESPECT TO THE MORTGAGED PROPERTY EXCEPT FOR MANAGEMENT
FEES PAID TO MANAGER UNDER THE MANAGEMENT AGREEMENT.
(S)
PROHIBITED PERSONS.
WITH RESPECT TO BORROWER, MEMBER, GENERAL
PARTNER, GUARANTOR AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS,
MEMBERS OR MAJORITY-OWNED AFFILIATES: (I) CONDUCT ANY BUSINESS, OR ENGAGE IN ANY
TRANSACTION OR DEALING, WITH ANY PERSON KNOWN TO BORROWER TO BE A PROHIBITED
PERSON, INCLUDING, BUT NOT LIMITED TO, THE MAKING OR RECEIVING OF ANY
CONTRIBUTION OF FUNDS, GOODS, OR SERVICES, TO OR FOR THE BENEFIT OF A PROHIBITED
PERSON; OR (II) ENGAGE IN OR CONSPIRE TO ENGAGE IN ANY TRANSACTION THAT EVADES
OR AVOIDS, OR HAS THE PURPOSE OF EVADING OR AVOIDING, OR ATTEMPTS TO VIOLATE,
ANY OF THE PROHIBITIONS SET FORTH IN EO13224.
(T)
MODIFICATION OF INTEREST RATE CAP AGREEMENT.
AMEND, MODIFY,
CANCEL OR TERMINATE ANY INTEREST RATE CAP ENTERED INTO BY BORROWER PURSUANT TO
THIS AGREEMENT OR PERMIT SAME TO BE AMENDED, MODIFIED, CANCELLED OR TERMINATED.
ARTICLE VII.
EVENT OF DEFAULT
Section 7.1.
Event of Default.
The occurrence of