case, the consent of Lender.
Upon Lender's request,
Borrower shall execute and deliver additional financing statements, security
agreements and other instruments which may be necessary to effectively evidence
or perfect Lender's security interest in the Property as a result of such change
of principal place of business or place of organization.
5.2.8
ERISA.
(A)
DURING THE TERM OF THE LOAN OR OF ANY OBLIGATION OR RIGHT
HEREUNDER, BORROWER SHALL NOT BE A PLAN AND NONE OF THE ASSETS OF BORROWER SHALL
CONSTITUTE PLAN ASSETS.
(B)
BORROWER FURTHER COVENANTS AND AGREES TO DELIVER TO LENDER SUCH
CERTIFICATIONS OR OTHER EVIDENCE FROM TIME TO TIME THROUGHOUT THE TERM OF THE
LOAN, AS REQUESTED BY LENDER IN ITS SOLE DISCRETION, AND REPRESENTS AND
COVENANTS THAT (A) BORROWER IS NOT AND DOES NOT MAINTAIN AN "EMPLOYEE BENEFIT
PLAN" AS DEFINED IN SECTION 3(3) OF ERISA, WHICH IS SUBJECT TO TITLE I OF ERISA,
OR A "GOVERNMENTAL PLAN" WITHIN THE MEANING OF SECTION 3(32) OF ERISA, (B)
BORROWER IS NOT SUBJECT TO STATE STATUTES REGULATING INVESTMENTS AND FIDUCIARY
OBLIGATIONS WITH RESPECT TO GOVERNMENTAL PLANS AND (C) BORROWER IS NOT BE A PLAN
AND NONE OF THE ASSETS OF BORROWER CONSTITUTE PLAN ASSETS.
5.2.9
Affiliate Transactions.
Borrower shall not enter into, or be a party to, any transaction with an
Affiliate of Borrower, Principal or any of the partners of Borrower or Principal
except as permitted hereunder or in the ordinary course of business and on terms
no less favorable to Borrower or such Affiliate than would be obtained in a
comparable arm's-length transaction with an unrelated third party.
5.2.10
Transfers.
(A)
BORROWER SHALL NOT SELL, CONVEY, MORTGAGE, GRANT, BARGAIN,
ENCUMBER, PLEDGE, ASSIGN, GRANT OPTIONS WITH RESPECT TO, OR OTHERWISE TRANSFER
OR DISPOSE OF (DIRECTLY OR INDIRECTLY, VOLUNTARILY OR INVOLUNTARILY, BY
OPERATION OF LAW OR OTHERWISE, AND WHETHER OR NOT FOR CONSIDERATION OR OF
RECORD) ANY INDIVIDUAL PROPERTY OR ANY PART THEREOF OR ANY
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LEGAL OR BENEFICIAL INTEREST THEREIN OR PERMIT A SALE OR PLEDGE OF AN EQUITY
INTEREST IN ANY RESTRICTED PARTY (COLLECTIVELY, A "TRANSFER"), OTHER THAN
PURSUANT TO LEASES OF SPACE IN THE IMPROVEMENTS TO TENANTS IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.1.17 HEREOF OR A RELEASE OF AN INDIVIDUAL PROPERTY
OR AN OUT-PARCEL IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.5 HEREOF, OR A
SUBSTITUTION OF AN INDIVIDUAL PROPERTY IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.6 HEREOF, WITHOUT (I) THE PRIOR WRITTEN CONSENT OF LENDER AND (II) IF
A SECURITIZATION HAS OCCURRED, DELIVERY TO LENDER OF WRITTEN CONFIRMATION FROM
THE RATING AGENCIES THAT THE TRANSFER WILL NOT RESULT IN THE DOWNGRADE,
WITHDRAWAL OR QUALIFICATION OF THE THEN CURRENT RATINGS ASSIGNED TO ANY
SECURITIES OR THE PROPOSED RATING OF ANY SECURITIES.
(B)
A TRANSFER SHALL INCLUDE, BUT NOT BE LIMITED TO: (I) AN
INSTALLMENT SALES AGREEMENT WHEREIN BORROWER AGREES TO SELL ONE OR MORE
INDIVIDUAL PROPERTIES OR ANY PART THEREOF FOR A PRICE TO BE PAID IN
INSTALLMENTS; (II) AN AGREEMENT BY BORROWER LEASING ALL OR A SUBSTANTIAL PART OF