CASH, MAY BE APPLIED FROM TIME TO TIME, AT THE OPTION OF BORROWER, TO PAY FOR
SUCH ALTERATIONS.
AT THE OPTION OF LENDER, FOLLOWING THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, LENDER MAY TERMINATE ANY OF THE
ALTERATIONS AND USE THE DEPOSIT TO RESTORE THE PROPERTY TO THE EXTENT NECESSARY
TO PREVENT ANY MATERIAL ADVERSE EFFECT ON THE VALUE OF THE PROPERTY.
SECTION 5.2.
NEGATIVE COVENANTS.
FROM THE
CLOSING DATE UNTIL PAYMENT AND PERFORMANCE IN FULL OF ALL OBLIGATIONS OF
BORROWER UNDER THE LOAN DOCUMENTS OR THE EARLIER RELEASE OF THE LIEN OF THE
MORTGAGE ENCUMBERING THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, BORROWER COVENANTS AND AGREES WITH LENDER THAT IT
WILL NOT DO, DIRECTLY OR INDIRECTLY, ANY OF THE FOLLOWING:
5.2.1
OPERATION OF PROPERTY.
BORROWER SHALL NOT, WITHOUT
THE PRIOR CONSENT OF LENDER, TERMINATE THE MANAGEMENT AGREEMENT OR OTHERWISE
REPLACE THE MANAGER OR ENTER INTO ANY OTHER MANAGEMENT AGREEMENT WITH RESPECT TO
THE PROPERTY UNLESS THE MANAGER IS IN DEFAULT THEREUNDER BEYOND ANY APPLICABLE
GRACE OR CURE PERIOD, IN WHICH EVENT NO CONSENT BY LENDER SHALL BE REQUIRED.
LENDER AGREES THAT ITS CONSENT WILL NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED PROVIDED THAT THE PERSON CHOSEN BY BORROWER AS THE REPLACEMENT
MANAGER IS A QUALIFYING MANAGER AND PROVIDED FURTHER THAT BORROWER SHALL DELIVER
AN ACCEPTABLE NON-CONSOLIDATION OPINION COVERING SUCH REPLACEMENT MANAGER IF
SUCH PERSON WAS NOT COVERED BY SUCH OPINION DELIVERED AT THE CLOSING OF THE
LOAN.
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:
43
(I)
PERMITTED ENCUMBRANCES;
(II)
LIENS CREATED BY OR RELATED TO
INDEBTEDNESS PERMITTED PURSUANT TO THE LOAN DOCUMENTS; AND
(III)
LIENS FOR TAXES OR OTHER CHARGES NOT YET DUE
(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 OR (E) CAUSE THE GENERAL PARTNER OR SOLE MEMBER TO (I) DISSOLVE,
WIND UP OR LIQUIDATE OR TAKE ANY ACTION, OR OMIT TO TAKE AN ACTION, AS A RESULT
OF WHICH THE GENERAL PARTNER OR SOLE MEMBER WOULD BE DISSOLVED, WOUND UP OR
LIQUIDATED IN WHOLE OR IN PART, OR (II) AMEND, MODIFY, WAIVE OR TERMINATE THE
CERTIFICATE OF LIMITED LIABILITY COMPANY OR LIMITED LIABILITY COMPANY OPERATING
AGREEMENT OF THE BORROWER OR THE LIMITED PARTNERSHIP AGREEMENT OR CERTIFICATE