PERSON;
(VIII)
HAS NOT TAKEN, AND SHALL NOT TAKE, ANY ACTION TO
DISSOLVE (UNLESS WITH LENDER'S CONSENT AND IMMEDIATELY RECONSTITUTED), 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
PARTNERSHIP, MEMBERSHIP OR OTHER EQUITY INTERESTS, AS APPLICABLE, OTHER THAN
PERMITTED TRANSFERS; OR SEEK TO ACCOMPLISH ANY OF THE FOREGOING;
(IX)
SHALL NOT, WITHOUT THE WRITTEN CONSENT OF
THE SOLE MEMBER:
(A) FILE OR CONSENT TO THE FILING OF ANY PETITION, EITHER
VOLUNTARY OR INVOLUNTARY, TO TAKE ADVANTAGE OF ANY APPLICABLE INSOLVENCY,
BANKRUPTCY, LIQUIDATION OR REORGANIZATION STATUTE; (B) SEEK OR CONSENT TO THE
APPOINTMENT OF A RECEIVER, LIQUIDATOR OR ANY SIMILAR OFFICIAL; OR (C) MAKE AN
ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(X)
SHALL NOT AMEND OR RESTATE ITS
ORGANIZATIONAL DOCUMENTS IF SUCH CHANGE WOULD ADVERSELY IMPACT THE REQUIREMENTS
SET FORTH IN THIS SECTION 7.02;
(XI)
SHALL NOT OWN ANY SUBSIDIARY OR MAKE ANY
INVESTMENT IN, ANY OTHER PERSON;
(XII)
SHALL NOT COMMINGLE ITS ASSETS WITH THE ASSETS
OF ANY OTHER PERSON;
(XIII)
SHALL NOT INCUR ANY DEBT, SECURED OR UNSECURED,
DIRECT OR CONTINGENT (INCLUDING, WITHOUT LIMITATION, GUARANTEEING ANY
OBLIGATION), OTHER THAN (A) THE LOAN, (B) AMOUNTS PAYABLE FROM THE RESERVE
ACCOUNTS AND UNPAID MANAGEMENT FEES, (C) CUSTOMARY UNSECURED TRADE PAYABLES
INCURRED IN THE ORDINARY COURSE OF OWNING AND OPERATING THE PROPERTY PROVIDED
THE SAME ARE NOT EVIDENCED BY A PROMISSORY NOTE, DO NOT EXCEED, IN THE
AGGREGATE, AT ANY TIME A MAXIMUM AMOUNT OF TWO PERCENT (2%) OF THE OUTSTANDING
PRINCIPAL AMOUNT OF THE LOAN AND ARE PAID WITHIN SIXTY (60) DAYS OF THE DATE
INCURRED OR INVOICED (UNLESS DISPUTED IN GOOD FAITH WITH ADEQUATE RESERVES
ESTABLISHED THEREFOR), AND (C) SUCH OTHER LIABILITIES THAT ARE PERMITTED
PURSUANT TO THE LOAN DOCUMENTS;
(XIV)
SHALL MAINTAIN ITS RECORDS, BOOKS OF ACCOUNT, BANK
ACCOUNTS, FINANCIAL STATEMENTS, ACCOUNTING RECORDS AND OTHER ENTITY DOCUMENTS
SEPARATE AND APART FROM THOSE OF ANY OTHER PERSON, EXCEPT TO THE EXTENT THAT IT
IS A DISREGARDED ENTITY OF SUCH PERSON FOR FEDERAL INCOME TAX PURPOSES;
(XV)
OTHER THAN THE PROPERTY MANAGEMENT CONTRACT,
SHALL ONLY ENTER INTO ANY CONTRACT OR AGREEMENT WITH ANY GENERAL PARTNER,
MEMBER, SHAREHOLDER, PRINCIPAL OR AFFILIATE OF BORROWER OR GUARANTOR, OR ANY
GENERAL PARTNER, MEMBER, PRINCIPAL OR AFFILIATE THEREOF, UPON TERMS AND
CONDITIONS THAT ARE INTRINSICALLY FAIR AND SUBSTANTIALLY SIMILAR TO THOSE THAT
WOULD BE AVAILABLE ON AN ARMS-LENGTH BASIS WITH THIRD PARTIES;
(XVI)
SHALL NOT MAINTAIN ITS ASSETS IN SUCH A MANNER
THAT IT WILL BE COSTLY OR DIFFICULT TO SEGREGATE, ASCERTAIN OR IDENTIFY ITS
INDIVIDUAL ASSETS FROM THOSE OF ANY OTHER PERSON;
38
(XVII)
SHALL NOT ASSUME OR GUARANTY THE DEBTS OF ANY OTHER
PERSON, HOLD ITSELF OUT TO BE RESPONSIBLE FOR THE DEBTS OF ANOTHER PERSON, OR
OTHERWISE PLEDGE ITS ASSETS FOR THE BENEFIT OF ANY OTHER PERSON OR HOLD OUT ITS
CREDIT AS BEING AVAILABLE TO SATISFY THE OBLIGATIONS OF ANY OTHER