Holder's reasonable expenses and
costs in connection with Holder's collection hereunder, including, without
limitation, reasonable attorneys' fees, court costs and expenses, including
attorneys' fees and expenses on any appeal and without relief from valuation and
appraisement laws.
II.
REPRESENTATIONS
By its execution hereof, each Obligor represents that:
A.
Authority.
The Obligor has the legal capacity, power and ability
to execute and deliver this Note and to perform all of its obligations
hereunder.
This Note is the legal, valid and binding obligation of the Obligor,
enforceable against the Obligor in accordance with the terms hereof.
B.
No Conflict; Consents.
The execution, delivery and performance by
the Obligor of this Note do not and will not (i) violate any law, rule or
regulation, conflict with any agreement, instrument or other document or order,
judgment, injunction or determination by which the Obligor or any of its assets
are bound or (ii) require the consent or approval of any governmental authority
or other person or entity.
4
III.
ADDITIONAL COVENANTS.
In addition to the covenants and agreements made in this Note, the Obligors
further covenant and agree (and shall cause its successors or assigns to
covenant and agree) with and in favor of Holder as follows:
A.
MONTHLY FINANCIAL STATEMENTS.
THROUGHOUT THE TERM OF THIS NOTE
EACH OBLIGOR SHALL DELIVER TO HOLDER A COPY OF THE INFORMATION DELIVERED TO THE
LANDLORD UNDER SECTION 17.2 OF THE LEASE.
B.
AUDITED FINANCIAL STATEMENTS.
EACH OBLIGOR SHALL DELIVER TO
HOLDER WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL YEAR, A PROFIT
AND LOSS STATEMENT, BALANCE SHEET AND STATEMENT OF CASH FLOW SHOWING RESULTS
FROM OPERATIONS DURING SUCH FISCAL YEAR.
THE AFORESAID FINANCIAL STATEMENTS
SHALL BE ACCOMPANIED BY A CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER OR THE
CHIEF FINANCIAL OFFICER OF THE OBLIGOR (OR OF THE OBLIGOR'S GENERAL PARTNER OR
MANAGING MEMBER, IF APPLICABLE) (AN "OFFICER'S CERTIFICATE") WHICH, FOR PURPOSES
HEREOF SHALL MEAN A CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER OR THE CHIEF
FINANCIAL OFFICER OF THE OBLIGOR (WHICH CERTIFICATE SHALL ALSO BE CERTIFIED BY
ANOTHER OFFICER, OR PARTNER OR MEMBER OF THE UNDERSIGNED) IN WHICH SUCH OFFICER
SHALL CERTIFY TO THE BEST OF SUCH OFFICER'S KNOWLEDGE (A) THAT SUCH STATEMENTS
HAVE BEEN PROPERLY PREPARED IN ACCORDANCE WITH GAAP AND ARE TRUE, CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE CONSOLIDATED FINANCIAL
CONDITION OF THE OBLIGOR AT AND AS OF THE DATES THEREOF AND THE RESULTS OF ITS
OPERATIONS FOR THE PERIOD COVERED THEREBY, AND (B) THAT NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING HEREUNDER OR UNDER THE LEASES.
IF THE HOLDER SHALL
DETERMINE IN ITS REASONABLE DISCRETION THAT THE HOLDER COULD BE REQUIRED TO
INCLUDE THE ASSETS, LIABILITIES AND RESULTS OF THE ACTIVITIES OF ANY OBLIGOR AND
ITS AFFILIATES IN THE CONSOLIDATED FINANCIAL STATEMENTS OF THE HOLDER PURSUANT
TO APPLICABLE ACCOUNTING REQUIREMENTS AND GUIDANCE (THE FOREGOING, A
"CONSOLIDATION DETERMINATION"), THEN THE OBLIGOR SHALL ALSO DELIVER TO HOLDER AT
ANY TIME AND FROM TIME-TO-TIME, UPON NOT LESS THAN TWENTY (20)