ON SCHEDULE 5 HERETO.
5.14
ASSUMPTION IN NON-CONSOLIDATION OPINION. BORROWER SHALL CONDUCT ITS
BUSINESS SO THAT THE ASSUMPTIONS (WITH RESPECT TO EACH PERSON) MADE IN THAT
CERTAIN SUBSTANTIVE NON-CONSOLIDATION OPINION LETTER DATED THE DATE HEREOF
DELIVERED BY BORROWER'S COUNSEL IN CONNECTION WITH THE LOAN, SHALL BE TRUE AND
CORRECT IN ALL RESPECTS.
5.15
CHANGE IN BUSINESS OR OPERATION OF PROPERTY. BORROWER SHALL NOT
PURCHASE OR OWN ANY REAL PROPERTY OTHER THAN THE PROPERTY AND 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 OR OTHERWISE CEASE TO OPERATE
THE PROPERTY AS AN OFFICE BUILDING PROPERTY OR TERMINATE SUCH BUSINESS FOR ANY
REASON WHATSOEVER (OTHER THAN TEMPORARY CESSATION IN CONNECTION WITH RENOVATIONS
TO THE PROPERTY).
5.16
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.
5.17
AFFILIATE TRANSACTIONS. OTHER THAN THE MANAGEMENT AGREEMENT,
BORROWER SHALL NOT ENTER INTO, OR BE A PARTY TO, ANY TRANSACTION WITH AN
AFFILIATE OF BORROWER OR ANY OF THE MEMBERS 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. WITH
RESPECT TO THE FOREGOING, LENDER HEREBY ACKNOWLEDGES THAT IT HAS APPROVED THE
MANAGEMENT AGREEMENT IN THE FORM DELIVERED TO LENDER BY BORROWER ON OR BEFORE
THE DATE HEREOF.
5.18
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.
5.19
NO JOINT ASSESSMENT. BORROWER SHALL NOT SUFFER, PERMIT OR INITIATE
THE JOINT ASSESSMENT OF THE PROPERTY (I) WITH ANY OTHER REAL PROPERTY
CONSTITUTING A TAX LOT SEPARATE FROM THE PROPERTY, AND (II) WITH 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.
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5.20
PRINCIPAL PLACE OF BUSINESS. BORROWER SHALL NOT CHANGE ITS PRINCIPAL
PLACE OF BUSINESS OR CHIEF EXECUTIVE OFFICE WITHOUT FIRST GIVING LENDER THIRTY
(30) DAYS' PRIOR NOTICE.
5.21
CHANGE OF NAME, IDENTITY OR STRUCTURE. BORROWER SHALL NOT CHANGE ITS
NAME, IDENTITY (INCLUDING ITS TRADE NAME OR NAMES) OR BORROWER'S CORPORATE,
PARTNERSHIP OR OTHER