Affiliate knows or has reason to know that there has been
a material increase in the unfunded pension liability of any Pension Plan,
notice of such occurrence; (iv) simultaneously with the date that Borrower or
any ERISA Affiliate files a notice of intent to terminate any Pension Plan, if
such termination would require material additional contributions in order to be
considered a standard termination within the meaning of Section 4041(b) of
ERISA, a copy of each notice; and (v) within ten (10) days after Borrower or any
ERISA Affiliate adopts a new Pension Plan or becomes obligated to contribute to
a Multiemployer Plan, written notice describing same; and
(x)
within five (5) Business Days after the
occurrence thereof, a copy of any notice received under the Wachovia Leases and
the Wachovia Master Agreement, including, any Wachovia Termination Notices.
(J)
NOTICE REGARDING CONTRACTS.
PROMPTLY
FOLLOWING THE OCCURRENCE THEREOF, NOTIFICATION OF ANY MATERIAL CHANGES IN ANY
MATERIAL OPERATING AGREEMENT.
(K)
[INTENTIONALLY DELETED]
(L)
ESTOPPEL CERTIFICATES.
WITHIN TEN
(10) BUSINESS DAYS AFTER REQUEST THEREFOR FROM AGENT, BORROWER WILL DELIVER TO
AGENT A CERTIFICATE EXECUTED BY BORROWER, STATING THE AMOUNT DUE UNDER THE NOTE
AND THIS LOAN AGREEMENT AND TO THE EFFECT THAT AS OF THE DATE OF SUCH
CERTIFICATE, THAT, TO BORROWER'S KNOWLEDGE, NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR, IF ANY SUCH DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, DESCRIBING IN REASONABLE DETAIL EACH SUCH DEFAULT OR
EVENT OF DEFAULT AND THE ACTION, IF ANY, TAKEN OR BEING TAKEN TO CURE THE SAME,
AND SUCH OTHER INFORMATION REGARDING THE LOAN, ANY PROPERTY AND BORROWER AS
AGENT REASONABLY REQUESTS.
(M)
ACCOUNT STATEMENTS.
PROMPTLY FOLLOWING
BORROWER'S RECEIPT OF THE SAME, MONTHLY STATEMENTS WITH RESPECT TO EACH ACCOUNT
FROM THE BANK OR OTHER DEPOSITARY INSTITUTION WHERE SUCH ACCOUNT IS HELD SHOWING
ALL DEPOSITS THEREIN AND CHECKS OR WITHDRAWALS THEREFROM; AND FROM TIME TO TIME,
SUCH OTHER INFORMATION REGARDING THE ACCOUNTS AS AGENT MAY REQUEST; PROVIDED,
HOWEVER, IF PURSUANT TO ANY ACCOUNT AGREEMENT, INCLUDING THE CASH MANAGEMENT
AGREEMENT, THE BANK OR OTHER DEPOSITARY INSTITUTION THEREUNDER IS OBLIGATED TO
PROVIDE THE FOREGOING STATEMENT, THEN BORROWER SHALL ONLY BE OBLIGATED TO
PROVIDE SUCH STATEMENT PROMPTLY FOLLOWING THE REQUEST OF AGENT THEREFOR.
(N)
OTHER INFORMATION.
PROMPTLY UPON AGENT'S
REQUEST AND AT BORROWER'S SOLE COST AND EXPENSE, SUCH OTHER INFORMATION
CONCERNING THE BUSINESS, PROPERTIES, OR FINANCIAL CONDITION OF BORROWER AND
GUARANTOR, INCLUDING THE PERFORMANCE OF THEIR OBLIGATIONS UNDER THE LOAN
DOCUMENTS, AS AGENT SHALL REASONABLY REQUEST.
SECTION 8.2.
Marketing, Management, Maintenance and Repairs.
(A)
WITH THE EXCEPTION OF THE ASSET MANAGEMENT
AGREEMENT IN EFFECT ON THE CLOSING DATE, BORROWER SHALL NOT ENTER INTO AN ASSET
MANAGEMENT AGREEMENT WITHOUT THE PRIOR
69
CONSENT OF AGENT.
WITHOUT LIMITING THE FOREGOING, IF BORROWER SHALL ENTER INTO
AN ASSET MANAGEMENT AGREEMENT, BORROWER SHALL, CONCURRENTLY WITH THE EXECUTION
THEREOF, DELIVER TO AGENT AN AGREEMENT WITH RESPECT TO SAME (A "ASSET MANAGER
SUBORDINATION AGREEMENT") SUBSTANTIALLY IN THE FORM OF EXHIBIT H ATTACHED HERETO
EXECUTED BY ASSET MANAGER