IS A LIMITED LIABILITY COMPANY
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
DELAWARE.
(B)
NO BREACH OF APPLICABLE AGREEMENTS OR LAWS.
THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THE EXECUTION, DELIVERY AND/OR
PERFORMANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WILL NOT RESULT IN
ANY BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY MORTGAGE, DEED OF TRUST, LEASE,
BANK LOAN, CREDIT AGREEMENT, OR OTHER INSTRUMENT OR VIOLATE ANY GOVERNMENTAL
REQUIREMENTS, TO WHICH LENDER IS A PARTY, OR BY WHICH LENDER MAY BE BOUND OR
AFFECTED.
13
V.
COVENANTS OF BORROWER
As an inducement to Lender to execute this Agreement and to make the Loan, and
while this Agreement is in effect, and until Lender has been paid in full the
principal of and interest on the Loan made by Lender hereunder and under the
other Loan Documents, Borrower hereby covenants as set forth in this Article V:
5.1
PAYING COSTS OF LOAN.
BORROWER SHALL PAY ALL REASONABLE EXPENSES
INCURRED BY LENDER IN CONNECTION WITH THE LOAN AND ITS DOCUMENTATION, CLOSING,
ADMINISTRATION AND ENFORCEMENT, INCLUDING, WITHOUT LIMITATION, ALL RECORDING
COSTS, TITLE INSURANCE PREMIUMS, ESCROW CHARGES, COSTS OF SURVEYS, APPRAISAL
FEES, COSTS ASSOCIATED WITH UPDATING EXISTING ENVIRONMENTAL REPORTS (AND, IF
REASONABLY NECESSARY, OBTAINING A PHASE II REPORT), AND REASONABLE EXPENSES AND
DISBURSEMENTS OF LENDER'S LEGAL COUNSEL.
5.2
USING LOAN PROCEEDS.
BORROWER SHALL USE THE LOAN SOLELY TO PAY
OFF, OR TO REIMBURSE BORROWER FOR PAYING OFF, (A) BORROWER'S CURRENT
DEBTOR-IN-POSSESSION FINANCING AND PRE-PETITION FINANCING AND (B) THE COSTS AND
EXPENSES INCURRED BY BORROWER IN CONNECTION WITH OBTAINING THE LOAN.
BORROWER
SHALL NOT USE THE LOAN PROCEEDS, OR ANY PORTION OF THEM, TO PAY ANY FEES OR
OTHER PAYMENTS TO ANY AFFILIATE OF BORROWER WITHOUT LENDER'S PRIOR WRITTEN
CONSENT, IN LENDER'S SOLE DISCRETION.
5.3
KEEPING OF RECORDS.
BORROWER SHALL SET UP AND MAINTAIN ACCURATE
AND COMPLETE BOOKS, ACCOUNTS AND RECORDS PERTAINING TO THE PROPERTY IN A MANNER
REASONABLY ACCEPTABLE TO LENDER.
BORROWER WILL PERMIT REPRESENTATIVES OF LENDER
TO HAVE FREE ACCESS TO AND TO INSPECT AND COPY ALL BOOKS, RECORDS AND CONTRACTS
OF BORROWER.
ANY SUCH INSPECTION BY LENDER SHALL BE FOR THE SOLE BENEFIT AND
PROTECTION OF LENDER, AND LENDER SHALL HAVE NO OBLIGATION TO DISCLOSE THE
RESULTS THEREOF TO BORROWER OR TO ANY THIRD PARTY.
5.4
PROVIDING FINANCIAL INFORMATION.
BORROWER SHALL FURNISH SUCH
FINANCIAL INFORMATION CONCERNING BORROWER AND THE PROPERTY AS LENDER MAY
REASONABLY REQUEST, AND SHALL FURNISH TO LENDER (A) QUARTERLY FINANCIAL
STATEMENTS FOR BORROWER WITHIN FORTY-FIVE (45) DAYS FOLLOWING THE END OF EACH
FISCAL QUARTER THEREOF, (B) QUARTERLY WRITTEN REPORTS, WITHIN FORTY-FIVE (45)
DAYS FOLLOWING THE END OF EACH FISCAL QUARTER, SETTING FORTH ANY NEW DIRECT
INDEBTEDNESS, OBLIGATIONS OR LIABILITIES INCURRED BY BORROWER (WHICH SHALL
INCLUDE CONTINGENT LIABILITIES AND GUARANTIES) SINCE THE DATE HEREOF (OR THE
DATE OF THE LAST SUCH WRITTEN REPORT AFTER THE FIRST SUCH WRITTEN REPORT IS SO
PROVIDED), AND (C) IF REQUIRED BY LENDER, COPIES OF ALL FEDERAL INCOME TAX
RETURNS (WITH ALL SUPPORTING SCHEDULES) OF BORROWER