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(nn) Borrower will not make any financial arrangements for borrowed money through <br /> any financial institution, entity or party other than MBI, except as specifically permitted by this <br /> Agreement. <br /> (oo) Borrower will not directly or indirectly make any payment or transfer to any <br /> affiliate, partner or employee of Borrower, except for certain Unpaid Project Costs in the amount <br /> and at the time set forth in the Development Budget. <br /> (pp) Borrower will not perform or cause to be performed any excavation or fill <br /> activity or other acts which would in any way destroy, eliminate, alter, obstruct, interfere with or <br /> otherwise affect any Wetlands unless in compliance with applicable laws or other governmental <br /> regulations. <br /> (qq) Borrower will not take any action, allow any event to occur or permit a condition <br /> to exist which could materially and adversely affect Borrower's ability to complete its obligations <br /> under the terms of this Agreement, the Note or any other instruments, agreements or documents <br /> required of Borrower hereunder. <br /> (n) Borrower will not change the nature of Borrower's business. <br /> (ss) Except as otherwise expressly permitted pursuant to the Loan Documents, <br /> Borrower will not make any change in the key management of Borrower. <br /> (tt) Except as otherwise expressly permitted pursuant to the Loan Documents, <br /> Borrower will not sell, convey, transfer, further mortgage, change the form of ownership, or <br /> encumber or dispose of the Project, or any part thereof, or any interest therein(including without <br /> limitation any right to collect any income therefrom). <br /> (uu) Borrower will not enter into any consolidation, acquisition or merger. <br /> (vv) Except as otherwise expressly permitted pursuant to the Loan Documents, <br /> Borrower will prevent anyone having a direct or indirect legal or beneficial ownership interest in <br /> Borrower from selling, conveying, transferring, pledging or encumbering any stock, partnership, <br /> membership or beneficial interest in Borrower, or entering into any agreement to do so, whether <br /> such event is voluntary,involuntary or by operation of law. <br /> (ww) Borrower shall remain at all times a single purpose entity which (i) is formed or <br /> organized solely for the purpose of acquiring, developing, operating and owning a real property <br /> interest in the Project and the activities incidental thereto, (ii) does not engage in any business <br /> unrelated to the Project, (iii) does not have any assets other than those related to its interest in the <br /> Project and the cash revenue generated therefrom, (iv) does not have any indebtedness(including <br /> contingent liabilities) other than the Loan, the Other Available Sources of Funds, and any <br /> indebtedness which is otherwise expressly permitted under the terms of the Loan Documents, (v) <br /> maintains its books and records,accounts separate and apart from the books,records and accounts <br /> of any other entity, and (vi) holds itself out as being an entity separate and apart from any other <br /> entity. <br /> (xx) Borrower will comply in all material respects with all the terms of, and take all <br /> actions necessary to comply in all material respects with and keep in full force and effect all of <br /> the agreements providing for the payment to Borrower of the Required Equity and of the Other <br /> Available Sources of Funds, and will not terminate (except in accordance with its terms) or <br /> materially modify any such agreements without the prior written consent of MBI. <br /> Page 50 <br />