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, 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.
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
AFFILIATE TRANSACTIONS.
BORROWER SHALL NOT ENTER INTO, OR BE A
PARTY TO, ANY TRANSACTION WITH AN AFFILIATE OF BORROWER OR ANY OF THE PARTNERS
OF BORROWER EXCEPT IN THE ORDINARY COURSE OF BUSINESS AND ON TERMS WHICH ARE
FULLY DISCLOSED TO LENDER IN ADVANCE AND ARE NO LESS FAVORABLE TO BORROWER OR
SUCH AFFILIATE THAN WOULD BE OBTAINED IN A COMPARABLE ARM'S-LENGTH TRANSACTION
WITH AN UNRELATED THIRD PARTY.
5.2.7
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.
5.2.8
ASSETS.
BORROWER SHALL NOT PURCHASE OR OWN ANY PROPERTIES OTHER
THAN THE PROPERTY OWNED BY BORROWER AS OF THE CLOSING DATE AS REFLECTED IN THE
APPLICABLE TITLE INSURANCE POLICY.
5.2.9
DEBT.
BORROWER SHALL NOT CREATE, INCUR OR ASSUME ANY INDEBTEDNESS
OTHER THAN THE DEBT EXCEPT TO THE EXTENT EXPRESSLY PERMITTED HEREBY.
5.2.10
NO JOINT ASSESSMENT.
BORROWER SHALL NOT SUFFER, PERMIT OR INITIATE
THE JOINT ASSESSMENT OF THE PROPERTY WITH (A) ANY OTHER REAL PROPERTY
CONSTITUTING A TAX LOT SEPARATE FROM THE PROPERTY, OR (B) ANY PORTION OF THE
PROPERTY WHICH MAY BE DEEMED TO CONSTITUTE PERSONAL PROPERTY, OR ANY OTHER
PROCEDURE WHEREBY THE LIEN OF ANY TAXES WHICH MAY BE LEVIED AGAINST SUCH
PERSONAL PROPERTY SHALL BE ASSESSED OR LEVIED OR CHARGED TO THE PROPERTY.
5.2.11
INTENTIONALLY OMITTED.
5.2.12
ERISA.
(A)
BORROWER SHALL NOT ENGAGE IN ANY TRANSACTION WHICH
WOULD CAUSE ANY OBLIGATION, OR ACTION TAKEN OR TO BE TAKEN, HEREUNDER (OR THE
EXERCISE BY LENDER OF ANY OF ITS RIGHTS UNDER THE NOTE, THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS) TO BE A NON-EXEMPT (UNDER A STATUTORY OR ADMINISTRATIVE
CLASS EXEMPTION) PROHIBITED TRANSACTION UNDER ERISA.
45
(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, THAT (A)