DOES NOT RESPOND TO THE CONTRARY
WITHIN FIVE (5) BUSINESS DAYS OF LENDER'S RECEIPT OF THIS WRITTEN 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
50
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 PARTICIPATE IN ACTIVITIES OTHER THAN THE CONTINUANCE
OF ITS PRESENT BUSINESS.
NOTHING CONTAINED IN THIS SECTION 5.2.4 IS INTENDED TO
EXPAND THE RIGHTS OF BORROWER CONTAINED IN SECTION 5.2.10(D) HEREOF.
5.2.5
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.
5.2.6
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.
5.2.7
INTENTIONALLY OMITTED.
5.2.8
INTENTIONALLY OMITTED.
5.2.9
ERISA.
(A)
BORROWER SHALL NOT ENGAGE IN ANY TRANSACTION WHICH WOULD CAUSE ANY
OBLIGATION, OR ACTION TAKEN