SUFFER, CONSENT TO OR PERMIT THE FOREGOING, WITHOUT LENDER'S PRIOR WRITTEN
CONSENT, WHICH CONSENT MAY BE GRANTED OR DENIED IN LENDER'S SOLE DISCRETION.
5.25
ERISA.
5.25.1
NO LOAN PARTY SHALL 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
54
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.
5.25.2
NO LOAN PARTY SHALL MAINTAIN, SPONSOR, CONTRIBUTE TO OR BECOME
OBLIGATED TO CONTRIBUTE TO, OR SUFFER OR PERMIT ANY ERISA AFFILIATE OF SUCH LOAN
PARTY TO, MAINTAIN, SPONSOR, CONTRIBUTE TO OR BECOME OBLIGATED TO CONTRIBUTE TO,
ANY PLAN OR ANY WELFARE PLAN OR PERMIT THE ASSETS OF SUCH LOAN PARTY TO BECOME
"PLAN ASSETS," WHETHER BY OPERATION OF LAW OR UNDER REGULATIONS PROMULGATED
UNDER ERISA.
5.25.3
BORROWER SHALL DELIVER TO LENDER SUCH CERTIFICATIONS OR OTHER
EVIDENCE FROM TIME TO TIME THROUGHOUT THE TERM, AS REQUESTED BY LENDER IN ITS
SOLE DISCRETION, THAT (A) NO LOAN PARTY IS OR MAINTAINS AN "EMPLOYEE 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) NO
LOAN PARTY IS 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:
(1)
EQUITY INTERESTS IN SUCH LOAN PARTY ARE PUBLICLY OFFERED
SECURITIES, WITHIN THE MEANING OF 29 C.F.R. §2510.3-101(B)(2);
(2)
LESS THAN TWENTY-FIVE PERCENT (25%) OF EACH OUTSTANDING CLASS OF
EQUITY INTERESTS IN SUCH LOAN PARTY ARE HELD BY "BENEFIT PLAN INVESTORS" WITHIN
THE MEANING OF 29 C.F.R. §2510.3-101(F)(2); OR
(3)
SUCH LOAN PARTY 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).
5.26
TRANSFERS.
5.26.1
GENERALLY.
BORROWER SHALL NOT, AND SHALL NOT PERMIT MORTGAGE
BORROWER TO, DIRECTLY OR INDIRECTLY MAKE, SUFFER OR PERMIT THE OCCURRENCE OF ANY
TRANSFER OTHER THAN A PERMITTED TRANSFER.
NO TRANSFER OF A DIRECT INTEREST IN
BORROWER, MORTGAGE BORROWER OR MORTGAGE BORROWER GP SHALL BE PERMITTED EXCEPT IN
ACCORDANCE WITH THIS AGREEMENT.
5.26.2
INTENTIONALLY OMITTED.
5.26.3
INTENTIONALLY OMITTED.
5.27
LIENS.
WITHOUT LENDER'S PRIOR WRITTEN CONSENT, BORROWER SHALL NOT,
AND SHALL NOT PERMIT MORTGAGE BORROWER TO, CREATE, INCUR, ASSUME, PERMIT OR
SUFFER TO EXIST ANY LIEN ON ALL OR ANY PORTION OF THE PROPERTY OR COLLATERAL OR
ANY DIRECT OR INDIRECT LEGAL OR BENEFICIAL OWNERSHIP INTEREST IN MORTGAGE
BORROWER OR BORROWER, EXCEPT LIENS IN FAVOR OF LENDER AND PERMITTED
ENCUMBRANCES, UNLESS SUCH LIEN IS BONDED OR DISCHARGED WITHIN 30 DAYS AFTER
BORROWER OR MORTGAGE BORROWER FIRST RECEIVES NOTICE OF SUCH LIEN (OR SUCH LONGER
PERIOD AS IS PERMITTED UNDER THIS AGREEMENT IN THE EVENT AND TO THE EXTENT THE
LIEN IS OF A NATURE WHICH MAY BE CONTESTED BY BORROWER OR MORTGAGE BORROWER
UNDER THE PROVISIONS OF THIS AGREEMENT OR THE