AND THE LOCKBOX ACCOUNT; AND
(IV)
SO LONG AS ANY OF THE DEBT SHALL BE OUTSTANDING, NEITHER BORROWER,
OWNER NOR ANY OTHER PERSON SHALL OPEN ANY OTHER ACCOUNTS WITH RESPECT TO THE
COLLECTION OF RENTS, REVENUES, PROCEEDS OR OTHER INCOME FROM THE PREMISES OR FOR
THE COLLECTION OF RENTS.
(JJ)
PERFECTED SECURITY INTEREST.
UPON THE FILING OF THE UCC-1
FINANCING STATEMENTS WITH THE DELAWARE SECRETARY OF STATE, LENDER WILL HAVE A
VALID, AND DULY PERFECTED FIRST PRIORITY, SECURITY INTEREST IN THE COLLATERAL
ENFORCEABLE AS SUCH AGAINST ALL CREDITORS OF BORROWER AND ANY PERSONS PURPORTING
TO PURCHASE ANY PLEDGED INTERESTS AND PROCEEDS FROM BORROWER.
(KK)
FINANCIAL INFORMATION.
ALL FINANCIAL DATA THAT HAS BEEN DELIVERED
BY BORROWER TO LENDER (I) IS TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS, (II) ACCURATELY REPRESENTS THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE PERSONS COVERED THEREBY AS OF THE DATE ON WHICH THE SAME SHALL
HAVE BEEN FURNISHED, AND (III) HAS BEEN PREPARED IN ACCORDANCE WITH GAAP OR THE
UNIFORM SYSTEM OF ACCOUNTS (OR SUCH OTHER ACCOUNTING BASIS AS IS REASONABLY
ACCEPTABLE TO LENDER) THROUGHOUT THE PERIODS COVERED THEREBY.
AS OF THE DATE
HEREOF, NEITHER BORROWER NOR, IF APPLICABLE, ANY GENERAL PARTNER, HAS ANY
CONTINGENT LIABILITY, LIABILITY FOR TAXES OR OTHER UNUSUAL OR FORWARD COMMITMENT
NOT REFLECTED IN SUCH FINANCIAL STATEMENTS DELIVERED TO LENDER.
SINCE THE DATE
OF THE LAST FINANCIAL STATEMENTS DELIVERED BY BORROWER TO LENDER, EXCEPT AS
OTHERWISE DISCLOSED IN SUCH FINANCIAL STATEMENTS OR NOTES THERETO, THERE HAS
BEEN NO CHANGE IN THE ASSETS, LIABILITIES OR FINANCIAL POSITION OF BORROWER NOR,
IF APPLICABLE, ANY GENERAL PARTNER, OR IN THE RESULTS OF OPERATIONS OF BORROWER
WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT.
NEITHER BORROWER NOR, IF
APPLICABLE, ANY GENERAL PARTNER, HAS INCURRED ANY OBLIGATION OR LIABILITY,
CONTINGENT OR OTHERWISE NOT REFLECTED IN SUCH FINANCIAL STATEMENTS WHICH WOULD
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 2.03.
FURTHER ACTS, ETC.
BORROWER WILL, AT THE COST OF BORROWER, AND
WITHOUT EXPENSE TO LENDER, DO, EXECUTE, ACKNOWLEDGE AND DELIVER ALL AND EVERY
SUCH FURTHER ACTS, DEEDS,
15
CONVEYANCES, ASSIGNMENTS, NOTICES OF ASSIGNMENTS, TRANSFERS AND ASSURANCES AS
LENDER SHALL, FROM TIME TO TIME, REASONABLY REQUIRE FOR THE BETTER ASSURING,
CONVEYING, ASSIGNING, TRANSFERRING, AND CONFIRMING UNTO LENDER THE PROPERTY,
SECURITY INTEREST AND RIGHTS HEREBY GIVEN, GRANTED, BARGAINED, SOLD, ALIENATED,
ENFEOFFED, CONVEYED, CONFIRMED, PLEDGED, ASSIGNED AND HYPOTHECATED, OR WHICH
BORROWER MAY BE OR MAY HEREAFTER BECOME BOUND TO CONVEY OR ASSIGN TO LENDER, OR
FOR CARRYING OUT OR FACILITATING THE PERFORMANCE OF THE TERMS OF THIS AGREEMENT
OR FOR FILING, REGISTERING OR RECORDING THIS AGREEMENT AND, WITHIN FIVE (5)
BUSINESS DAYS OF WRITTEN DEMAND, WILL EXECUTE AND DELIVER AND HEREBY AUTHORIZES
LENDER TO EXECUTE IN THE NAME OF BORROWER OR WITHOUT THE SIGNATURE OF BORROWER
TO THE EXTENT LENDER MAY LAWFULLY DO SO, ONE OR MORE FINANCING STATEMENTS,
CHATTEL MORTGAGES OR COMPARABLE SECURITY INSTRUMENTS TO EVIDENCE MORE
EFFECTIVELY THE LIEN HEREOF UPON THE COLLATERAL.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, BORROWER WILL:
(I) IF ANY COLLATERAL SHALL BE
EVIDENCED