such contest, or such contested
amount shall have been duly bonded in accordance with applicable law; (v) if the
contest relates to a Legal Requirement under Environmental Law, the conditions
set forth in the Environmental Indemnity relating to such contests shall be
satisfied; (vi) no risk of sale, forfeiture or loss of any interest in any
Individual Property or the Collateral or any part thereof arises during the
pendency of such contest; and (vii) such contest does not have and could not
reasonably be expected to have a Material Adverse Effect.
9.2
Distributions.
9.2.1
NOTICE OF INTENTION TO DISTRIBUTE.
AT LEAST TEN
(10) BUSINESS DAYS PRIOR TO MAKING ANY DISTRIBUTION TO ITS OWNERS, EACH OF THE
BORROWER AND FT-FIN GP SHALL SUBMIT TO AGENT A WRITTEN STATEMENT OF ITS INTENT
TO MAKE SUCH DISTRIBUTION ACCOMPANIED BY AN OFFICER'S CERTIFICATE REFLECTING A
PRO-FORMA CALCULATION THAT THE BORROWER WILL BE IN COMPLIANCE WITH THE FINANCIAL
COVENANTS AFTER THE PROPOSED DISTRIBUTION, TOGETHER WITH SUCH OTHER
DOCUMENTATION AND INFORMATION AS AGENT MAY REASONABLY REQUIRE ("NOTICE OF
INTENTION TO DISTRIBUTE") IN ORDER TO VERIFY THAT THE BORROWER AND/OR FT-FIN GP
IS ENTITLED TO MAKE A DISTRIBUTION AS PROVIDED FOR HEREIN.
53
9.2.2
CONDITIONS MUST BE SATISFIED.
IF THE AGENT OBJECTS
TO SUCH PROPOSED DISTRIBUTION ON THE BASIS THAT THE CONDITIONS THERETO ARE NOT
SATISFIED, OR THAT FURTHER INFORMATION IS REQUIRED, AGENT MAY, BY WRITTEN NOTICE
TO THE BORROWER GIVEN WITHIN TEN (10) BUSINESS DAYS FOLLOWING RECEIPT OF THE
BORROWER'S NOTICE OF INTENTION TO DISTRIBUTE, PROHIBIT THE PROPOSED DISTRIBUTION
BY BORROWER AND/OR FT-FIN GP UNTIL SUCH TIME AS THE AGENT IS REASONABLY
SATISFIED THAT THE CONDITIONS HAVE BEEN SATISFIED.
9.2.3
CURRENT INFORMATION.
ONCE AGENT HAS RECEIVED A
NOTICE OF INTENTION TO DISTRIBUTE AND A DISTRIBUTION HAS BEEN MADE IN ACCORDANCE
WITH THE FOREGOING, SUBSEQUENT NOTICES OF INTENTION TO DISTRIBUTE SUBMITTED
WITHIN THE NEXT TWELVE (12) MONTHS SHALL NOT REQUIRE THE SUBMISSION OF NEW
FINANCIAL INFORMATION IF THE BORROWER SUBMITS A SWORN AFFIDAVIT AND
UNCONDITIONAL REPRESENTATION THAT THERE HAVE BEEN NO MATERIAL ADVERSE CHANGES,
UNLESS AGENT HAS A GOOD FAITH BASIS FOR REQUIRING THE SAME.
9.3
Limited Recourse Provisions.
9.3.1
BORROWER FULLY LIABLE.
THE BORROWER SHALL BE FULLY
LIABLE FOR THE LOAN AND THE OBLIGATIONS TO EACH OF THE LENDERS.
9.3.2
CERTAIN NON-RECOURSE.
THE LOAN SHALL BE ON A
NON-RECOURSE BASIS TO FIRST UNION, EXCEPT TO THE EXTENT PROVIDED FOR IN THE
LIMITED NON-RECOURSE CARVE OUT GUARANTY.
9.3.3
ADDITIONAL MATTERS.
NOTHING CONTAINED IN THIS
SECTION 9.3 OR ELSEWHERE SHALL: (I) LIMIT THE RIGHT OF AGENT OR ANY OF THE
LENDERS TO OBTAIN INJUNCTIVE RELIEF OR TO PURSUE EQUITABLE REMEDIES UNDER ANY OF
THE LOAN DOCUMENTS, EXCLUDING ONLY ANY INJUNCTIVE RELIEF ORDERING PAYMENT OF
OBLIGATIONS BY ANY PERSON OR ENTITY FOR WHICH PERSONAL LIABILITY DOES NOT
OTHERWISE EXIST; OR (II) LIMIT THE LIABILITY OF ANY ATTORNEY, LAW FIRM,
ACCOUNTANT OR OTHER PROFESSIONAL WHO OR WHICH RENDERS OR PROVIDES ANY WRITTEN
OPINION OR CERTIFICATE TO AGENT OR ANY OF THE LENDERS IN CONNECTION WITH THE
LOAN EVEN THOUGH