agreement if
the replacement sub-manager is a Qualifying Sub-Manager.
Any replacement
Property Manger or sub-manager shall enter into an assignment of management
agreement or consent in substantially the same form as those entered into by the
initial Property Manager and sub-manager as of the Modification Date.
5.2.2
LIENS.
BORROWER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN ON ANY PORTION OF THE
PROPERTY OR PERMIT ANY SUCH ACTION TO BE TAKEN, EXCEPT:
(I)
PERMITTED ENCUMBRANCES;
(II)
LIENS CREATED BY OR PERMITTED PURSUANT TO THE LOAN DOCUMENTS; AND
(III)
LIENS FOR TAXES OR OTHER CHARGES NOT YET DELINQUENT (OR THAT
BORROWER IS CONTESTING IN ACCORDANCE WITH THE TERMS OF SECTION 5.1.2 HEREOF).
5.2.3
DISSOLUTION.
BORROWER SHALL NOT (A) ENGAGE IN ANY DISSOLUTION,
LIQUIDATION OR CONSOLIDATION OR MERGER WITH OR INTO ANY OTHER BUSINESS ENTITY,
(B) ENGAGE IN ANY BUSINESS ACTIVITY NOT RELATED TO THE OWNERSHIP AND OPERATION
OF THE PROPERTY, (C) TRANSFER, LEASE OR SELL, IN ONE TRANSACTION OR ANY
COMBINATION OF TRANSACTIONS, THE ASSETS OR ALL OR SUBSTANTIALLY ALL OF THE
PROPERTIES OR ASSETS OF BORROWER EXCEPT TO THE EXTENT PERMITTED BY THE LOAN
DOCUMENTS, OR (D) MODIFY, AMEND, WAIVE OR TERMINATE ITS ORGANIZATIONAL DOCUMENTS
OR ITS QUALIFICATION AND GOOD STANDING IN ANY JURISDICTION IN WHICH IT IS
ORGANIZED OR THE PROPERTY IS LOCATED, IN EACH CASE, WITHOUT OBTAINING THE PRIOR
WRITTEN CONSENT OF LENDER OR LENDER'S DESIGNEE.
5.2.4
CHANGE IN BUSINESS.
BORROWER 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.
5.2.5
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
54
BORROWER BY ANY PERSON, EXCEPT FOR ADEQUATE CONSIDERATION AND IN THE ORDINARY
COURSE OF BORROWER'S BUSINESS.
5.2.6
AFFILIATE TRANSACTIONS.
OTHER THAN THE PROPERTY MANAGEMENT
AGREEMENT AND THE TENANTS IN COMMON AGREEMENT, IF ANY, AND THE CO-OWNER
INDEMNITIES, BORROWER SHALL NOT ENTER INTO, OR BE A PARTY TO, ANY TRANSACTION
WITH AN AFFILIATE OF BORROWER OR ANY OF THE PARTNERS 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.
LENDER HEREBY ACKNOWLEDGES DISCLOSURE OF THE AGREEMENTS DESCRIBED ON
SCHEDULE VI BETWEEN BORROWER AND AN AFFILIATE OF BORROWER.
5.2.7
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