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 AGENT), 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 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 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 (I) AS
CONTEMPLATED IN SECTION 3.11 ABOVE, OR (II) 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
THE 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.
(R)
MANAGEMENT FEES.
PAY BORROWER OR ANY AFFILIATE OF BORROWER ANY
MANAGEMENT FEES WITH RESPECT TO THE PROPERTY EXCEPT AS CONTEMPLATED BY THE
MANAGEMENT AGREEMENT.
(S)
PROHIBITED PERSONS.
WITH RESPECT TO BORROWER AND GUARANTOR AND
ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS OR
AFFILIATES, IF APPLICABLE (INCLUDING, WITHOUT LIMITATION, THE INDIRECT HOLDERS
OF EQUITY INTERESTS IN BORROWER AND GUARANTOR):
(I) CONDUCT ANY BUSINESS, NOR
ENGAGE IN ANY TRANSACTION OR DEALING, WITH ANY PROHIBITED PERSON, INCLUDING, BUT
NOT LIMITED TO, THE MAKING OR RECEIVING OF ANY CONTRIBUTION OF
102
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 OR AVOIDS,
OR HAS THE PURPOSE OF EVADING OR AVOIDING, OR ATTEMPTS TO VIOLATE, ANY OF THE
PROHIBITIONS SET FORTH IN EO13224.
ARTICLE VII.
EVENT OF DEFAULT
SECTION 7.1.
EVENT OF DEFAULT.
THE OCCURRENCE OF ONE OR MORE OF THE
FOLLOWING EVENTS SHALL BE AN "EVENT OF DEFAULT" HEREUNDER:
(A)
IF ON ANY PAYMENT DATE BORROWER FAILS TO PAY ANY ACCRUED AND
UNPAID INTEREST ON THE LOAN THEN DUE AND PAYABLE OR ANY PRINCIPAL PAYMENT AMOUNT
THEN DUE AND PAYABLE IN ACCORDANCE WITH THE PROVISIONS