RELEASE ANY CLAIM OR DEBT
(OTHER THAN TERMINATION OF LEASES IN ACCORDANCE HEREWITH) OWED TO BORROWER OR
MORTGAGE BORROWER, AS APPLICABLE, BY ANY PERSON, EXCEPT FOR ADEQUATE
CONSIDERATION AND IN THE ORDINARY COURSE OF BORROWER'S OR MORTGAGE BORROWER'S
BUSINESS.
5.17
AFFILIATE TRANSACTIONS.
BORROWER SHALL NOT AND OTHER THAN THE
MANAGEMENT AGREEMENT, BORROWER SHALL PERMIT MORTGAGE BORROWER TO ENTER INTO, OR
BE A PARTY TO, ANY TRANSACTION WITH AN AFFILIATE OF BORROWER, MORTGAGE BORROWER
OR ANY OF THE MEMBERS 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, MORTGAGE BORROWER OR SUCH AFFILIATE THAN WOULD BE
OBTAINED IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH AN UNRELATED THIRD
PARTY.
WITH RESPECT TO THE FOREGOING, LENDER HEREBY ACKNOWLEDGES THAT IT HAS
APPROVED THE MANAGEMENT AGREEMENT.
5.18
ZONING.
BORROWER SHALL NOT, AND SHALL NOT PERMIT MORTGAGE BORROWER
TO, 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 LAND USE LAW, RULE OR REGULATION, WITHOUT THE PRIOR CONSENT OF
LENDER.
5.19
NO JOINT ASSESSMENT.
BORROWER SHALL NOT, AND SHALL NOT PERMIT
MORTGAGE BORROWER TO, SUFFER, PERMIT OR INITIATE THE JOINT ASSESSMENT OF THE
PROPERTY (I) WITH ANY OTHER REAL PROPERTY CONSTITUTING A TAX LOT SEPARATE FROM
THE PROPERTY, AND (II) WITH 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.
5.20
PRINCIPAL PLACE OF BUSINESS.
BORROWER SHALL NOT, AND SHALL NOT
PERMIT MORTGAGE BORROWER TO, CHANGE ITS PRINCIPAL PLACE OF BUSINESS OR CHIEF
EXECUTIVE OFFICE WITHOUT FIRST GIVING LENDER 30 DAYS' PRIOR NOTICE.
5.21
CHANGE OF NAME, IDENTITY OR STRUCTURE.
BORROWER SHALL NOT, AND
SHALL NOT PERMIT MORTGAGE BORROWER TO, CHANGE ITS NAME, IDENTITY (INCLUDING ITS
TRADE NAME OR NAMES) OR ORGANIZATIONAL STRUCTURE WITHOUT NOTIFYING LENDER OF
SUCH CHANGE IN WRITING AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF
SUCH CHANGE AND, IN THE CASE OF A CHANGE IN BORROWER'S STRUCTURE, WITHOUT FIRST
OBTAINING THE PRIOR WRITTEN CONSENT OF LENDER.
BORROWER SHALL EXECUTE AND
DELIVER TO LENDER, PRIOR TO OR CONTEMPORANEOUSLY WITH THE EFFECTIVE DATE OF ANY
SUCH CHANGE, ANY FINANCING STATEMENT OR FINANCING STATEMENT CHANGE REQUIRED BY
LENDER TO ESTABLISH OR MAINTAIN THE VALIDITY, PERFECTION AND PRIORITY OF THE
SECURITY INTEREST GRANTED HEREIN.
AT THE REQUEST OF LENDER, BORROWER SHALL
EXECUTE A CERTIFICATE IN FORM SATISFACTORY TO LENDER LISTING THE TRADE NAMES
UNDER WHICH MORTGAGE BORROWER INTENDS TO OPERATE THE PROPERTY, AND REPRESENTING
AND WARRANTING THAT BORROWER OR MORTGAGE BORROWER, AS APPLICABLE, DOES BUSINESS
UNDER NO OTHER TRADE NAME WITH RESPECT TO THE PROPERTY.
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