TRANSFER ANY PORTION OF THE COLLATERAL WITHOUT THE PRIOR WRITTEN
CONSENT OF LENDER, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS; PROVIDED,
HOWEVER, BORROWER MAY CONVEY OR TRANSFER SOME OR ALL OF THE COLLATERAL SO LONG
AS BORROWER OBTAINS A REPLACEMENT OF COMPARABLE OR GREATER UTILITY AND VALUE.
5.9
REPRESENTATIONS AND WARRANTIES.
UNTIL REPAYMENT OF THE NOTE AND
ALL OTHER OBLIGATIONS SECURED BY THE DEED OF TRUST, BORROWER SHALL ENSURE THAT
THE REPRESENTATIONS AND WARRANTIES OF ARTICLE IV REMAIN TRUE AND COMPLETE IN ALL
MATERIAL RESPECTS.
5.10
TRADE NAMES.
BORROWER SHALL IMMEDIATELY NOTIFY LENDER IN WRITING OF
ANY CHANGE IN THE JURISDICTION OF ORGANIZATION OR PLACE OF BUSINESS OF, OR THE
CHANGE IN THE LEGAL, TRADE OR FICTITIOUS BUSINESS NAMES USED BY BORROWER, AND
LENDER IS HEREBY AUTHORIZED TO FILE OR RECORD
15
ANY ADDITIONAL FINANCING STATEMENTS, AMENDMENTS AND OTHER CERTIFICATES NECESSARY
TO REFLECT ANY SUCH CHANGES.
5.11
NO DISTRIBUTIONS.
DURING THE OCCURRENCE AND CONTINUATION OF ANY
EVENT OF DEFAULT, BORROWER WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER
IN ITS SOLE DISCRETION, MAKE ANY DISTRIBUTION OF ASSETS TO ANY SHAREHOLDER OF
BORROWER, WHETHER OR NOT SUCH A DISTRIBUTION IS PERMITTED UNDER THE TERMS OF
BORROWER'S BYLAWS, INCLUDING REPAYMENT OF ANY LOANS MADE BY A SHAREHOLDER OF
BORROWER TO BORROWER, RETURN OF CAPITAL CONTRIBUTIONS, DISTRIBUTIONS UPON
TERMINATION, LIQUIDATION OR DISSOLUTION OF BORROWER OR ANY DEVELOPMENT, PROPERTY
MANAGEMENT, ACCOUNTING OR OTHER FEES PAYABLE TO A SHAREHOLDER OF BORROWER.
5.12
FUTURE DEVELOPMENT.
BORROWER SHALL NOT UNDERTAKE ANY ON-SITE
CONSTRUCTION, DEMOLITION OR REHABILITATION WORK ON THE LAND AT A COST IN EXCESS
OF $500,000 WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER.
BORROWER SHALL NOTIFY
LENDER OF ITS INTENTION TO UNDERTAKE ANY MATERIAL ON-SITE CONSTRUCTION,
DEMOLITION OR REHABILITATION WORK ON THE LAND REGARDLESS OF THE COST THEREOF AND
SHALL DEMONSTRATE TO LENDER'S REASONABLE SATISFACTION THAT BORROWER HAS THE
FUNDS AVAILABLE TO PAY FOR SUCH COSTS.
UPON REQUEST, BORROWER SHALL DELIVER TO
LENDER COPIES OF ANY PLANS, SPECIFICATIONS AND CONTRACTS RELATING TO SUCH WORK
AS LENDER SHALL REASONABLY REQUEST.
5.13
FURTHER ASSURANCES.
BORROWER SHALL EXECUTE AND DELIVER FROM TIME TO
TIME, PROMPTLY AFTER ANY REQUEST THEREFOR BY LENDER, ANY AND ALL INSTRUMENTS,
AGREEMENTS AND DOCUMENTS AND SHALL TAKE SUCH OTHER ACTION AS MAY BE REASONABLY
NECESSARY OR DESIRABLE IN THE OPINION OF LENDER TO MAINTAIN, PERFECT OR INSURE
LENDER'S SECURITY PROVIDED FOR HEREIN AND IN THE OTHER LOAN DOCUMENTS, INCLUDING
THE FILING OR RECORDING OF UCC RENEWAL STATEMENTS OR AMENDMENTS, THE EXECUTION
OF SUCH AMENDMENTS TO THE DEED OF TRUST AND THE OTHER LOAN DOCUMENTS AND THE
DELIVERY OF SUCH ENDORSEMENTS TO THE TITLE COMPANY, ALL AS LENDER REASONABLY
REQUIRES, AND SHALL PAY ALL FEES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES) RELATED THERETO OR INCURRED BY LENDER IN CONNECTION THEREWITH.
5.14
NOTICE OF LITIGATION, ETC.
PROMPTLY UPON RECEIVING NOTICE THEREOF,
BORROWER WILL GIVE, OR CAUSE TO BE GIVEN, PROMPT WRITTEN NOTICE TO LENDER OF
(A) ANY ACTION OR PROCEEDING INSTITUTED BY OR AGAINST IT IN ANY FEDERAL OR STATE
COURT OR BEFORE ANY