UNDER ANY MORTGAGE, DEED OF
TRUST, LEASE, BANK LOAN, CREDIT AGREEMENT, OR OTHER INSTRUMENT OR
15
VIOLATE ANY GOVERNMENTAL REQUIREMENTS, TO WHICH LENDER IS A PARTY, OR BY WHICH
LENDER MAY BE BOUND OR AFFECTED.
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 (I) DOCUMENTATION
OF THE LOAN AND THE OPTION AGREEMENT, AND (II) 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, IN CONNECTION WITH THE LOAN.
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,
ALL AS REASONABLY APPROVED IN WRITING BY LENDER.
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 DUE DURING THE TERM OF THE
LOAN WITHIN FIFTEEN (15) DAYS AFTER THE DEADLINE (AS SUCH DEADLINE MAY BE
EXTENDED) FOR FILING THE SAME.
ALL SUCH FINANCIAL STATEMENTS SHALL BE IN
REASONABLE DETAIL, SHALL BE PREPARED FOR PARTNERSHIPS,