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Section 6.6. Transfers. Make, suffer or permit the occurrence of any Transfer other than a
<br />transfer permitted under the Security Instrument and the Regulatory Agreement, nor transfer any material
<br />License required for the operation of the Project.
<br />Section 6.7. Debt. Other than as expressly approved in writing by the Funding Lender, create,
<br />incur or assume any indebtedness for borrowed money (including subordinate debt) whether unsecured or
<br />secured by all or any portion of the Project or interest therein or in the Borrower or any partner thereof
<br />(including subordinate debt) other than (i) the Borrower Payment Obligations, (ii) the Subordinate Debt,
<br />(iii) secured indebtedness incurred pursuant to or permitted by the Borrower Loan Documents and the
<br />Funding Loan Documents, and (iv) trade payables incurred in the ordinary course of business.
<br />Section 6.8. Assignment of Rights. Without the Funding Lender's prior Written Consent,
<br />attempt to assign the Borrower's rights or interest under any Borrower Loan Document or Funding Loan
<br />Document in contravention of any Borrower Loan Document or Funding Loan Document.
<br />Section 6.9. Principal Place of Business. Change its principal place of business without
<br />providing 30 days' prior written Notice of the change to the Funding Lender and the Servicer.
<br />Section 6.10. Partnership Agreement. Without the Funding Lender's prior Written Consent
<br />(which consent shall not be unreasonably withheld) surrender, terminate, cancel, modify, change,
<br />supplement, alter or amend in any material respect, or waive or release in any material respect, any of its
<br />rights or remedies under the Partnership Agreement; provided, however, the consent of Funding Lender is
<br />not required for an amendment of the Partnership Agreement resulting solely from the "Permitted
<br />Transfer" of partnership interests of Borrower as defined in and permitted by the Security Instrument.
<br />Section 6.11. ERISA. Maintain, sponsor, contribute to or become obligated to contribute to, or
<br />suffer or permit any ERISA Affiliate of the Borrower to, maintain, sponsor, contribute to or become
<br />obligated to contribute to, any Plan, or permit the assets of the Borrower to become "plan assets," whether
<br />by operation of law or under regulations promulgated under ERISA.
<br />Section 6.12. No Kedging Arrangements. Without the prior Written Consent of the Funding
<br />Lender or unless otherwise required by this Borrower Loan Agreement, the Borrower will not enter into
<br />or guarantee, provide security for or otherwise undertake any form of contractual obligation with respect
<br />to any interest rate swap, interest rate cap or other arrangement that has the effect of an interest rate swap
<br />or interest rate cap or that otherwise (directly or indirectly, derivatively or synthetically) hedges interest
<br />rate risk associated with being a debtor of variable rate debt or any agreement or other arrangement to
<br />enter into any of the above on a future date or after the occurrence of one or more events in the future.
<br />Section 6.13. Loans and Investments; Distributions; Related Party Payments.
<br />(a) Without the prior Written Consent of Funding Lender in each instance, Borrower shall
<br />not (i) lend money, make investments, or extend credit, other than in the ordinary course of its business as
<br />presently conducted; or (ii) repurchase, redeem or otherwise acquire any interest in Borrower, any
<br />Affiliate or any other Person owning an interest, directly or indirectly, in Borrower, or following an Event
<br />of Default make any distribution, in cash or in kind, in respect of interests in Borrower, any Affiliate or
<br />any other Person owning an interest, directly or indirectly, in Borrower (except to the extent permitted by
<br />the Security Instrument and subject to the limitations set forth in Section 5.27 hereof.
<br />(b) Disbursements for fees and expenses of any Affiliate of Borrower and developer fees
<br />(however characterized) will only be paid to the extent that such fee or expense bears a proportionate
<br />relationship to the percentage of completion of the construction or rehabilitation, as the case may be, of
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