LAND USE LAW, RULE OR
REGULATION, WITHOUT THE PRIOR CONSENT OF LENDER.
5.2.8
ASSETS.
BORROWER SHALL NOT PURCHASE OR OWN ANY REAL ESTATE OTHER
THAN THE PROPERTY OWNED BY THE BORROWER AS OF THE DATE HEREOF AS REFLECTED IN
THE 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 THAT PORTION OF THE PROPERTY THAT CONSTITUTES REAL
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
NO ACTION FOR PARTITION; TENANTS-IN COMMON AGREEMENT.
NEITHER
BORROWER NOR ANY PERSON COMPRISING BORROWER SHALL INITIATE ANY ACTION TO
PARTITION THE PROPERTY, OR ANY SIMILAR ACTION, WITHOUT LENDER'S PRIOR WRITTEN
CONSENT AND BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO PARTITION THE
PROPERTY.
OTHER THAN TO REFLECT TRANSFERS PERMITTED HEREUNDER, BORROWER SHALL
NOT MODIFY, AMEND OR TERMINATE THE TENANTS-IN-COMMON AGREEMENT WITHOUT LENDER'S
PRIOR WRITTEN CONSENT.
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.
(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) BORROWER IS NOT
AND DOES NOT MAINTAIN AN "EMPLOYEE
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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(3) OF ERISA;
(B) BORROWER IS NOT SUBJECT TO STATE STATUTES REGULATING INVESTMENTS AND
FIDUCIARY OBLIGATIONS WITH RESPECT TO GOVERNMENTAL PLANS; AND (C) ONE OR MORE OF
THE FOLLOWING CIRCUMSTANCES IS TRUE:
(I)
EQUITY INTERESTS IN BORROWER ARE PUBLICLY OFFERED SECURITIES,
WITHIN THE MEANING OF 29 C.F.R. §2510.3-101(B)(2);
(II)
LESS THAN TWENTY-FIVE PERCENT (25%) OF EACH OUTSTANDING CLASS OF
EQUITY INTERESTS IN BORROWER ARE HELD BY "BENEFIT PLAN INVESTORS" WITHIN THE
MEANING OF 29 C.F.R. §2510.3-101(F)(2); OR
(III)
BORROWER QUALIFIES AS AN "OPERATING COMPANY" OR A "REAL ESTATE
OPERATING COMPANY" WITHIN THE MEANING OF 29 C.F.R. §2510.3-101(C) OR (E).
5.2.13
TRANSFERS.
(A)
UNLESS SUCH ACTION IS PERMITTED BY THE PROVISIONS
OF THIS SECTION 5.2.13, BORROWER WILL NOT (I) SELL, ASSIGN, CONVEY, TRANSFER OR
OTHERWISE DISPOSE OF ITS INTERESTS IN THE PROPERTY OR ANY PART THEREOF, (II)
PERMIT ANY OWNER, DIRECTLY OR INDIRECTLY, OF AN OWNERSHIP INTEREST IN THE
PROPERTY, TO TRANSFER SUCH INTEREST, WHETHER BY TRANSFER OF