ADDITION TO ALL FOREGOING REQUIREMENTS) ALL IN FORM AND CONTENT ACCEPTABLE TO
LENDER:
(A) EVIDENCE THAT THE PUBLIC AUTHORITIES HAVING JURISDICTION OVER THE
PROJECT ADDITION HAVE APPROVED THE PROJECT ADDITION IN ITS ENTIRETY FOR
PERMANENT OCCUPANCY TO THE EXTENT ANY SUCH APPROVAL IS A CONDITION OF THE LAWFUL
USE AND OCCUPANCY OF THE PROJECT ADDITION; (B) A COPY OF THE SURVEY OF THE
PROJECT AND PROJECT ADDITION, AS BUILT (C) A CONFIRMATION OF FINAL COMPLETION OF
THE PROJECT ADDITION FROM THE INSPECTING ENGINEER; (D) EVIDENCE OF THE INSURANCE
REQUIRED HEREIN; AND (E) EVIDENCE THAT THE PROJECT ADDITION GENERAL CONTRACTOR
AND ALL SUBCONTRACTORS, SUPPLIERS AND MATERIALMEN WILL BE FULLY PAID, WITH
RESPECT TO WORK AND MATERIALS SUPPLIED WITH RESPECT TO SAID BUILDING OR PHASE,
OUT OF SUCH FINAL DISBURSEMENT.
SECTION 7.
COVENANTS OF BORROWER.
Borrower (in addition to and not in derogation of its covenants contained in any
of the other Loan Documents) covenants and agrees, from the date hereof and for
so long as the Loan or any portion thereof is outstanding or Borrower has the
right to receive Advances under this Agreement (whether or not the conditions to
receiving Advances have been or can be fulfilled), and unless Lender otherwise
consents in writing, as follows:
7.1
PROHIBITION OF TRANSFERS AND AMENDMENTS TO BORROWER'S
OPERATING AGREEMENT.
BORROWER SHALL NOT (A) CONVEY OR, EXCEPT FOR PERMITTED
LIENS, FURTHER ENCUMBER THE PROPERTY OR ANY IMPROVEMENTS IN ANY WAY WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD FOR EASEMENTS OR ENVIRONMENTAL DEED RESTRICTIONS REASONABLY REQUIRED IN
CONNECTION WITH THE DEVELOPMENT OF THE PROJECT OR THE PROJECT ADDITION, OR
(B) DISPOSE OF ANY OF THE COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, EXCEPT FOR (I) THE SALE OF INVENTORY IN THE ORDINARY COURSE OF
BORROWER'S BUSINESS AND (II) THE DISPOSITION OF
50
OBSOLETE EQUIPMENT NOT USED OR USEFUL IN THE BORROWER'S BUSINESS, PROVIDED, THAT
SUCH EQUIPMENT IS REPLACED BY EQUIPMENT OF EQUAL OR GREATER VALUE.
EXCEPT AS
PROVIDED IN THIS SECTION, BORROWER SHALL NOT (A) MATERIALLY AMEND ITS OPERATING
AGREEMENT, ARTICLES OF ORGANIZATION OR ANY OF ITS ORGANIZATIONAL DOCUMENTS
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, OR (B) PERMIT (I) REG OR ANY OF ITS
AFFILIATES THAT IS A MEMBER OF BORROWER OR (II) ANY MEMBER OF BORROWER WITH A
GREATER THAN EIGHT PERCENT (8%) EQUITY INTEREST IN BORROWER, TO WITHDRAW,
VOLUNTARILY OR INVOLUNTARILY, AS A MEMBER FROM THE BORROWER.
7.2
CONDUCT OF BUSINESS.
BORROWER SHALL MAINTAIN IN FULL
FORCE AND EFFECT ITS ORGANIZATIONAL EXISTENCE, GOOD STANDING AND RIGHT TO
TRANSACT BUSINESS IN THOSE STATES IN WHICH IT IS NOW OR MAY HEREAFTER BE DOING
BUSINESS. BORROWER SHALL OBTAIN AND MAINTAIN ALL LICENSES, PERMITS,
REGISTRATIONS, BONDS, FRANCHISES, LEASES, PATENTS, CONTRACTS AND OTHER RIGHTS
NECESSARY TO THE OPERATION OF ITS BUSINESS, INCLUDING, WITHOUT LIMITATION, THE
OPERATION OF THE BIODIESEL PLANT, INCLUDING, WITHOUT LIMITATION, ALL NOTICES,
PERMITS OR LICENSES, IF ANY, FILED OR OBTAINED WITH REGARD TO COMPLIANCE WITH
ENVIRONMENTAL LAWS, EXCEPT WHERE THE FAILURE TO DO ANY