Inc. (together with its successors and assigns, the "Lender") to the
LLC evidenced and secured by certain loan documents ("Loan Documents")
including, without limitation, a mortgage (the "Mortgage") encumbering the
Property, has been paid in full in accordance with the terms and provisions of
such Loan Documents, the following provisions shall apply:
The LLC:
(A)
SHALL NOT ENGAGE IN ANY BUSINESS OR ACTIVITY, OTHER THAN THE
OWNERSHIP, OPERATION AND MAINTENANCE OF THE PROPERTY AND ACTIVITIES INCIDENTAL
THERETO;
7
(B)
SHALL NOT ACQUIRE, OWN, HOLD, LEASE, OPERATE, MANAGE, MAINTAIN,
DEVELOP OR IMPROVE ANY ASSETS OTHER THAN THE PROPERTY AND SUCH PERSONALTY AS MAY
BE NECESSARY FOR THE OPERATION OF THE PROPERTY AND SHALL CONDUCT AND OPERATE ITS
BUSINESS AS PRESENTLY CONDUCTED AND OPERATED;
(C)
SHALL PRESERVE ITS EXISTENCE AS AN ENTITY DULY FORMED, VALIDLY
EXISTING AND IN GOOD STANDING (IF APPLICABLE) UNDER THE LAWS OF THE JURISDICTION
OF ITS FORMATION OR ORGANIZATION AND SHALL DO ALL THINGS NECESSARY TO OBSERVE
ORGANIZATIONAL FORMALITIES;
(D)
SHALL NOT MERGE OR CONSOLIDATE WITH ANY OTHER PERSON;
(E)
TO THE FULLEST EXTENT PERMITTED BY LAW, SHALL NOT TAKE ANY ACTION
TO DISSOLVE, WIND-UP, TERMINATE OR LIQUIDATE IN WHOLE OR IN PART; TO SELL,
TRANSFER OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; TO
CHANGE ITS LEGAL STRUCTURE; TRANSFER OR PERMIT THE DIRECT OR INDIRECT TRANSFER
OF ANY LIMITED LIABILITY COMPANY OR OTHER EQUITY INTERESTS, AS APPLICABLE, OTHER
THAN TRANSFERS PERMITTED UNDER THE LOAN DOCUMENTS; ISSUE ADDITIONAL LIMITED
LIABILITY COMPANY OR OTHER EQUITY INTERESTS, AS APPLICABLE; OR SEEK TO
ACCOMPLISH ANY OF THE FOREGOING;
(F)
THE LLC, AND ANY OTHER PERSON ON BEHALF OF THE LLC, SHALL NOT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE MEMBER AND ALL OF THE MANAGERS,
INCLUDING THE INDEPENDENT MANAGER (AS DEFINED BELOW):
(I) FILE ANY INSOLVENCY,
OR REORGANIZATION CASE OR PROCEEDING, TO INSTITUTE PROCEEDINGS TO HAVE THE LLC
OR THE MEMBER BE ADJUDICATED BANKRUPT OR INSOLVENT, (II) INSTITUTE PROCEEDINGS
UNDER ANY APPLICABLE INSOLVENCY LAW, (III) SEEK ANY RELIEF UNDER ANY LAW
RELATING TO RELIEF FROM DEBTS OR THE PROTECTION OF DEBTORS, (IV) CONSENT TO THE
FILING OR INSTITUTION OF BANKRUPTCY OR INSOLVENCY PROCEEDINGS AGAINST THE LLC OR
THE MEMBER, (V) FILE A PETITION SEEKING, OR CONSENT TO, REORGANIZATION OR RELIEF
WITH RESPECT TO THE LLC OR THE MEMBER UNDER ANY APPLICABLE FEDERAL OR STATE LAW
RELATING TO BANKRUPTCY OR INSOLVENCY, (VI) SEEK OR CONSENT TO THE APPOINTMENT OF
A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, SEQUESTRATOR, CUSTODIAN, OR ANY
SIMILAR OFFICIAL FOR THE LLC OR A SUBSTANTIAL PART OF ITS PROPERTY OR FOR THE
MEMBER OR A SUBSTANTIAL PART OF ITS PROPERTY, (VII) MAKE ANY ASSIGNMENT FOR THE
BENEFIT OF CREDITORS OF THE LLC THE MEMBER, (VIII) ADMIT IN WRITING THE LLC'S OR
THE MEMBER'S INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE, (IX) TAKE
ANY OTHER ACTION WHICH, UNDER THE TERMS OF CERTIFICATE OF FORMATION, LIMITED
LIABILITY COMPANY AGREEMENT OR ANY OTHER ORGANIZATIONAL DOCUMENT OF THE LLC OR
THE MEMBER, REQUIRES A CONSENT OF ALL OF