OTHERWISE MODIFY, CHANGE, SUPPLEMENT, ALTER OR
AMEND, OR WAIVE OR RELEASE ANY OF ITS RIGHTS AND REMEDIES UNDER, THE MANAGEMENT
AGREEMENT IN ANY MATERIAL RESPECT.
(O)
PLANS AND WELFARE PLANS. KNOWINGLY ENGAGE IN OR PERMIT ANY
TRANSACTION IN CONNECTION WITH WHICH BORROWER OR ANY ERISA AFFILIATE COULD BE
SUBJECT TO EITHER
107
A MATERIAL CIVIL PENALTY OR TAX ASSESSED PURSUANT TO SECTION 502(I) OR 502(1) OF
ERISA OR SECTION 4975 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 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