Agent if an interest in the
Real Property Collateral, other than as permitted hereunder (including Permitted
Encumbrances), is claimed by another Person other than the holder of an interest
that is a Permitted Encumbrance.
If Agent receives reimbursement for any such
losses, costs, damages or expenses from the Title Company, then Agent shall
refund to Borrower any amounts previously reimbursed to Agent by Borrower for
such losses, costs, damages or expenses, provided that no Default or Event of
Default has occurred and is continuing.
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5.15
Estoppels.
The Borrower will at any time and from time to time, within ten (10) days after
written demand by Agent, deliver to Agent a certificate duly executed, and in
form satisfactory to Agent, stating and acknowledging the then outstanding
principal balance of the Loans and the fact that, to Borrower's knowledge, there
are no defenses, offsets or counterclaims (or, if such should not be the fact,
then the facts and circumstances relating to such defenses, offsets or
counterclaims) and such other information as may reasonably be requested by
Agent.
5.16
SPE Covenants.
The Borrower and its Subsidiaries:
(A)
DO NOT OWN AND WILL NOT OWN ANY ASSET OR PROPERTY OTHER THAN
(I) THE PROPERTY COMMONLY KNOWN AS "ROYAL ISLAND", "RAT CAY" (A/K/A/ "KING'S
CAY") AND "CHICKEN CAY" (A/K/A/ "PARADISE CAY"), (II) ADDITIONAL REAL PROPERTY
ASSETS WHICH IS MORTGAGED TO THE AGENT IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 5.13
HEREOF), (III) THE CAPITAL STOCK OF ITS SUBSIDIARIES AND THEIR RESPECTIVE
INTERESTS IN THE PROJECT, AND (IV) INCIDENTAL PERSONAL PROPERTY REASONABLY
NECESSARY FOR THE OWNERSHIP OR OPERATION OF THE PROJECT;
(B)
WILL NOT ENGAGE IN ANY BUSINESS OTHER THAN THE OWNERSHIP,
MANAGEMENT AND OPERATION OF THE PROJECT AND WILL CONDUCT AND OPERATE ITS
BUSINESS IN ALL MATERIAL RESPECTS AS PRESENTLY CONTEMPLATED TO BE CONDUCTED AND
OPERATED;
(C)
EXCEPT TO THE EXTENT PERMITTED BY THIS AGREEMENT, HAS NOT MADE AND
WILL NOT MAKE LOANS TO ANY PERSON OR HOLD EVIDENCE OF INDEBTEDNESS ISSUED BY ANY
OTHER PERSON OR ENTITY;
(D)
EXCEPT TO THE EXTENT PERMITTED BY THIS AGREEMENT, SHALL NOT
ACQUIRE OBLIGATIONS OR SECURITIES OF ITS AFFILIATES OR ANY CONSTITUENT PARTY OF
BORROWER OR ITS SUBSIDIARIES;
(E)
IS AND WILL REMAIN SOLVENT AND WILL PAY ITS DEBTS AND LIABILITIES
FROM ITS ASSETS AS THE SAME SHALL BECOME DUE;
(F)
HAS DONE OR CAUSED TO BE DONE AND WILL DO ALL THINGS NECESSARY TO
OBSERVE ORGANIZATIONAL FORMALITIES AND PRESERVE ITS EXISTENCE, AND WILL NOT
MATERIALLY AMEND, MODIFY OR OTHERWISE CHANGE ITS ARTICLES OF ORGANIZATION OR
OPERATING AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS IN ANY MANNER WHICH COULD
REASONABLY BE EXPECTED TO BE ADVERSE TO THE INTERESTS OF THE LENDERS, AND IN
CONNECTION WITH ANY NON-MATERIAL AMENDMENT OF ANY SUCH ARTICLES OF ORGANIZATION
OR OPERATING AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS, SHALL FORWARD A COPY
OF SUCH AMENDMENT TO THE AGENT PROMPTLY AFTER THE EXECUTION OR FILING THEREOF;
(G)
WILL BE, AND AT ALL TIMES WILL HOLD ITSELF OUT TO THE