Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.
Neither Borrower nor Operating Lessee Owner shall (nor shall Borrower or Operating Lessee Owner cause or permit any Mortgage Loan Party to) directly or indirectly do any of the following: (i) change Borrower’s, Operating Lessee Owner’s or any Mortgage Loan Party’s principal place of business or chief executive office without first giving Lender thirty (30) days’ prior notice; (ii) cancel or otherwise forgive or release any material claim or debt owed to Borrower, Operating Lessee Owner or any Mortgage Loan Party, as applicable, by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Operating Lessee’s Owner’s or such Mortgage Loan Party’s business in such party’s reasonable judgment; (iii) Transfer or allow any Mortgage Loan Party to Transfer any License required for the operation of the Property or the Collateral; or (iv) maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any ERISA Affiliate of Borrower, Operating Lessee Owner or any Mortgage Loan Party to, maintain, sponsor, contribute to or become obligated to contribute to, any Plan or any Welfare Plan or permit the assets of Borrower, Operating Lessee Owner or any Mortgage Loan Party to become “plan assets,” whether by operation of law or under regulations promulgated under ERISA.
Neither Borrower any Person Controlling Borrower, nor any Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940.
Neither Borrower. Mortgage Borrower nor any owner of a direct or indirect interest in Borrower or Mortgage Borrower (i) is or will be listed on any Government Lists, (ii) is or will be a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously or will be indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently or will be under investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under any Anti-Money Laundering Laws. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” means (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender notified Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrower in writing is now included in “Government Lists”.
Neither Borrower nor any Subsidiary of Borrower shall:
Neither Borrower nor any Affiliated Person shall commingle funds or other assets of Borrower or any Affiliated Person, as applicable, with those of any other Person.
Neither Borrower nor any Consolidated Entity has agreed or consented to cause or permit any of its Property whether now owned or hereafter acquired to be subject in the future (upon the happening of a contingency or otherwise), to a Lien other than a Permitted Lien.
Neither Borrower nor Mezzanine 1 Borrower, nor Mortgage Loan Borrower nor Maryland Owner is a party to any agreement or instrument or subject to any restriction which, to Borrower’s, Mezzanine 1 Borrower’s, Mortgage Loan Borrower’s or Maryland Owner’s knowledge would materially and adversely affect any Borrower, Mezzanine 1 Borrower, Mortgage Loan Borrower, Maryland Owner, the Mezzanine 1 Collateral, the Collateral or any Individual Property, or any Borrower’s, Mezzanine 1 Borrower’s, Mortgage Loan Borrower’s or Maryland Owner’s business, properties or assets, operations or condition, financial or otherwise. Neither Borrower, nor Mezzanine 1 Borrower, nor Mortgage Loan Borrower nor Maryland Owner is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which any Borrower, Mezzanine 1 Borrower, Mortgage Loan Borrower, Maryland Owner, the Senior Mezzanine Collateral, the Collateral, or any Individual Property is bound. Neither Borrower, nor Mezzanine 1 Borrower, nor Mortgage Loan Borrower nor Maryland Owner has any material financial obligation under any agreement or instrument to which any Borrower, Mezzanine 1 Borrower, Mortgage Loan Borrower or Maryland Owner is a party or by which any Borrower, Mezzanine 1 Borrower, Mortgage Loan Borrower, Maryland Owner, the Mezzanine 1 Collateral, the Collateral or any Individual Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the ownership of the Mezzanine 1 Collateral, the Collateral or any Individual Property (as applicable), and (b) obligations under the Loan Documents, the Mezzanine Loan Documents or the Mortgage Loan Documents (as applicable).
Neither Borrower nor Maryland Owner has permitted and neither Borrower nor Maryland Owner shall permit any of its Affiliates or constituent parties independent access to its bank accounts, except in connection with property or cash management activities consistent with the terms of the Loan as described in subparagraphs (7) and (10) above;
Neither Borrower. (i) is a Prohibited Person; and/or