OF THE PROTECTIONS AFFORDED TO LENDER PROVIDED IN
SECTION 364(E) OF THE BANKRUPTCY CODE.
THE ORDER APPROVING THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL PROVIDE, AMONG OTHER THINGS, THAT THE LOAN
DOCUMENTS SHALL NOT BE ALTERED, EXTENDED OR OTHERWISE MODIFIED IN THIS, OR ANY
FUTURE, BANKRUPTCY CASE OF BORROWER.
2.2
CONDITIONS OF BORROWER'S OBLIGATION TO CLOSE.
THE CLOSING DATE
SHALL NOT OCCUR, AND BORROWER SHALL NOT BE REQUIRED COMPLETE THE TRANSACTION
CONTEMPLATED HEREBY, UNTIL THE CONDITIONS AND REQUIREMENTS SET FORTH BELOW HAVE
BEEN COMPLETED AND FULFILLED TO THE REASONABLE SATISFACTION OF BORROWER (OR
WAIVED BY BORROWER IN WRITING):
(A)
LOAN DOCUMENTS.
LENDER SHALL EXECUTE AND DELIVER (OR CAUSE TO BE
EXECUTED AND DELIVERED) TO ESCROW HOLDER THE LOAN DOCUMENTS AND SUCH OTHER
DOCUMENTS REQUIRED TO BE DELIVERED BY LENDER TO ESCROW HOLDER PURSUANT TO THE
LOAN DOCUMENTS
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(B)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF LENDER UNDER ARTICLE IV SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS THROUGH THE CLOSING DATE.
(C)
BANKRUPTCY COURT ORDER.
THE BANKRUPTCY COURT SHALL HAVE ENTERED
AN ORDER (I) DETERMINING THAT THE PAYOFF AMOUNTS OF BORROWER'S CURRENT
DEBTOR-IN-POSSESSION FINANCING AND PRE-PETITION FINANCING DO NOT EXCEED TWENTY
TWO MILLION AND 00/100THS DOLLARS ($22,000,00.00) IN THE AGGREGATE, AND
(II) EXPRESSLY DISALLOWING ANY CLAIM FOR NON-COMPLIANCE FEES IN CONNECTION
THEREWITH.
III.
DISBURSEMENT OF LOAN AMOUNT
3.1
GENERAL.
(A)
REDUCTION OF LOAN AMOUNT.
THE LOAN AMOUNT SHALL BE DISBURSED BY
LENDER FOR THE BENEFIT OF BORROWER ON THE CLOSING DATE IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH IN THIS ARTICLE III.
BORROWER ACKNOWLEDGES THAT
THE LOAN AMOUNT SHALL BE DISBURSED MINUS ANY (I) DELINQUENT TAXES AND
ASSESSMENTS ON THE PROPERTY NOT SATISFIED AND REMOVED PRIOR TO THE CLOSING DATE,
AND (II) ANY MECHANIC'S LIENS ENCUMBERING THE PROPERTY.
ANY AMOUNTS WITHHELD BY
LENDER PURSUANT TO CLAUSE (I) OF THE PRECEDING SENTENCE SHALL PROMPTLY BE
APPLIED BY LENDER TO PAY AND DELINQUENT TAXES AND ASSESSMENTS ON THE PROPERTY
AND ANY AMOUNTS WITHHELD BY LENDER PURSUANT TO CLAUSE (II) OF THE PRECEDING
SENTENCE SHALL BE HELD IN AN INTEREST BEARING ACCOUNT WITH ESCROW HOLDER PENDING
BORROWER'S DIRECTION AS TO THE APPLICATION OF SUCH PROCEEDS.
(B)
ADVANCES TO LENDER.
LENDER MAY, AT LENDER'S OPTION, WITHOUT ANY
OBLIGATION TO DO SO, ADVANCE TO ITSELF ALL SUMS DUE TO LENDER UNDER THIS
AGREEMENT OR UNDER ANY OF THE OTHER LOAN DOCUMENTS.
LENDER SHALL ALSO HAVE THE
RIGHT, BUT NOT THE OBLIGATION, TO ADVANCE AND DIRECTLY APPLY THE PROCEEDS OF THE
LOAN TO THE SATISFACTION OF ANY OF BORROWER'S OTHER OBLIGATIONS HEREUNDER OR
UNDER ANY OF THE OTHER LOAN DOCUMENTS.
3.2
INSPECTIONS.
(A)
ACCESS TO THE PROPERTY.
UPON REASONABLE ADVANCE NOTICE, LENDER,
THE TITLE COMPANY, CONSULTANTS AND THEIR REPRESENTATIVES SHALL HAVE ACCESS TO
THE PROPERTY AT ALL REASONABLE TIMES AND SHALL HAVE THE RIGHT TO ENTER THE
PROPERTY AND TO CONDUCT SUCH INSPECTIONS THEREOF AS THEY SHALL DEEM NECESSARY OR
DESIRABLE FOR THE PROTECTION OF LENDER'S INTERESTS.
(B)
CONSULTANTS.
LENDER MAY RETAIN ANY CONSULTANTS DEEMED NECESSARY
OR DESIRABLE BY