OR MEDIA LOCATED ON, ABOVE, WITHIN, IN THE VICINITY OF,
RELATED TO OR AFFECTED BY ANY PROPERTY OF EITHER BORROWER, (II) REQUIRED FOR THE
PERFORMANCE OF THE OPERATIONS OF EITHER BORROWER, OR (III) APPLICABLE TO THE
USE, GENERATION, HANDLING, STORAGE, TREATMENT, TRANSPORT, OR DISPOSAL OF ANY
HAZARDOUS SUBSTANCES; AND CAUSE ALL EMPLOYEES, CREW MEMBERS, AGENTS,
CONTRACTORS, SUBCONTRACTORS, AND FUTURE LESSEES (PURSUANT TO APPROPRIATE LEASE
PROVISIONS) OF EITHER BORROWER, WHILE SUCH PERSONS ARE ACTING WITHIN THE SCOPE
OF THEIR RELATIONSHIP WITH EITHER BORROWER, TO COMPLY WITH ALL SUCH REQUIREMENTS
OF LAW AS MAY BE NECESSARY OR APPROPRIATE TO ENABLE THE BORROWERS TO SO COMPLY.
5.11
PAYMENT OF ASSESSMENTS AND CHARGES.
PAY ALL
TAXES, ASSESSMENTS, GOVERNMENTAL CHARGES, RENT, AND OTHER INDEBTEDNESS WHICH, IF
UNPAID, MIGHT RESULT IN A LIEN AGAINST THE PROPERTY OF EITHER BORROWER, EXCEPT
ANY OF THE FOREGOING BEING CONTESTED IN GOOD FAITH AND AS TO WHICH ADEQUATE
RESERVE IN ACCORDANCE WITH GAAP HAS BEEN ESTABLISHED OR UNLESS FAILURE TO PAY
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.12
MAINTENANCE OF CORPORATE EXISTENCE AND GOOD
STANDING.
EXCEPT WHERE FAILURE TO MAINTAIN SUCH EXISTENCE OR QUALIFICATION
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, MAINTAIN ITS
BUSINESS ENTITY EXISTENCE AND QUALIFICATION AND GOOD STANDING IN ITS
32
JURISDICTIONS OF FORMATION AND IN ALL JURISDICTIONS WHEREIN THE PROPERTY OF
BORROWERS NOW OWNED OR HEREAFTER ACQUIRED OR BUSINESS NOW OR HEREAFTER CONDUCTED
NECESSITATES SAME.
5.13
PAYMENT OF NOTE; PERFORMANCE OF OBLIGATIONS.
PAY
THE NOTE ACCORDING TO ITS TERMS AND DO AND PERFORM EVERY ACT AND DISCHARGE ALL
OF THEIR OTHER OBLIGATIONS.
5.14
FURTHER ASSURANCES.
PROMPTLY CURE ANY DEFECTS IN
THE EXECUTION AND DELIVERY OF ANY OF THE LOAN DOCUMENTS AND ALL AGREEMENTS
CONTEMPLATED THEREBY, AND EXECUTE, ACKNOWLEDGE, AND DELIVER SUCH OTHER
ASSURANCES AND INSTRUMENTS AS SHALL, IN THE OPINION OF THE LENDER, BE NECESSARY
TO FULFILL THE TERMS OF THE LOAN DOCUMENTS.
5.15
INITIAL FEES AND EXPENSES OF COUNSEL TO LENDER.
ON THE CLOSING DATE, PROMPTLY REIMBURSE THE LENDER FOR ALL REASONABLE FEES AND
EXPENSES, INCLUDING ESTIMATED RECORDING FEES, OF PORTER & HEDGES, L.L.P.,
SPECIAL COUNSEL TO THE LENDER, IN CONNECTION WITH THE PREPARATION OF THIS
AGREEMENT AND ALL DOCUMENTATION CONTEMPLATED HEREBY, THE SATISFACTION OF THE
CONDITIONS PRECEDENT SET FORTH HEREIN, THE FILING AND RECORDATION OF SECURITY
INSTRUMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT.
5.16
SUBSEQUENT FEES AND EXPENSES OF LENDER.
UPON
REQUEST BY THE LENDER, PROMPTLY REIMBURSE THE LENDER (TO THE FULLEST EXTENT
PERMITTED BY LAW) FOR ALL AMOUNTS REASONABLY EXPENDED, ADVANCED, OR INCURRED BY
OR ON BEHALF OF THE LENDER TO SATISFY ANY OBLIGATION OF THE BORROWERS UNDER ANY
OF THE LOAN DOCUMENTS; TO COLLECT THE OBLIGATIONS; TO RATIFY, AMEND, RESTATE, OR
PREPARE ADDITIONAL LOAN DOCUMENTS, AS THE CASE MAY BE; FOR THE FILING AND
RECORDATION OF SECURITY INSTRUMENTS; TO ENFORCE THE RIGHTS OF THE LENDER UNDER
ANY OF THE LOAN DOCUMENTS; AND TO PROTECT THE PROPERTIES OR BUSINESS OF THE
BORROWERS AND GUARANTOR, INCLUDING, WITHOUT LIMITATION, THE COLLATERAL,