SUCH
ENVIRONMENTAL SITE ASSESSMENT REPORT(S) SHALL BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND SHALL NOT IDENTIFY ANY
MATERIAL LIABILITY ASSOCIATED WITH THE CONDITION OF SUCH REAL PROPERTY.
(N)
MAINTENANCE OF LIENS; CREATION OF
LIENS ON NEWLY ACQUIRED PROPERTY.
(I)
THE BORROWER SHALL TAKE OR CAUSE TO BE TAKEN ALL
ACTION NECESSARY OR DESIRABLE TO MAINTAIN AND PRESERVE THE LIEN OF THE SECURITY
DOCUMENTS AND, ON AND AFTER THE CLOSING DATE,
THE FIRST-RANKING PRIORITY
THEREOF (SUBJECT TO PERMITTED LIENS).
(II)
THE BORROWER SHALL TAKE ALL ACTIONS REQUIRED TO
CAUSE EACH ADDITIONAL PROJECT DOCUMENT TO BE OR BECOME SUBJECT TO THE LIEN OF
THE SECURITY DOCUMENTS (WHETHER BY AMENDMENT TO ANY SECURITY DOCUMENT OR
OTHERWISE) AND SHALL, IF REQUIRED, DELIVER OR CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT ALL ANCILLARY DOCUMENTS RELATED THERETO.
(III)
SIMULTANEOUSLY WITH THE MAKING OF ANY INVESTMENT IN
CASH EQUIVALENTS, THE BORROWER SHALL TAKE OR CAUSE TO BE TAKEN ALL ACTIONS
REQUIRED TO CAUSE SUCH CASH EQUIVALENTS TO BE OR BECOME SUBJECT TO A FIRST
PRIORITY PERFECTED LIEN (SUBJECT TO PERMITTED LIENS) IN FAVOR OF THE SENIOR
SECURED PARTIES.
(O)
CERTIFICATE OF FORMATION. THE
BORROWER SHALL OBSERVE ALL OF THE SEPARATENESS AND OTHER PROVISIONS AND
PROCEDURES OF ITS CERTIFICATE OF FORMATION AND BORROWER LLC AGREEMENT, INCLUDING
THE REQUIRED LLC PROVISIONS.
(P)
SEPARATENESS. THE BORROWER SHALL
COMPLY AT ALL TIMES WITH THE SEPARATENESS PROVISIONS SET FORTH ON SCHEDULE 5.23.
(Q)
FURTHER ASSURANCES. UPON WRITTEN
REQUEST OF THE ADMINISTRATIVE AGENT, THE BORROWER SHALL PROMPTLY PERFORM OR
CAUSE TO BE PERFORMED ANY AND ALL ACTS
66
AND EXECUTE OR CAUSE TO BE EXECUTED ANY AND ALL DOCUMENTS (INCLUDING UCC
FINANCING STATEMENTS AND UCC CONTINUATION STATEMENTS):
(I)
THAT ARE NECESSARY OR DESIRABLE FOR COMPLIANCE
WITH SECTION 7.01(N)(I) (AFFIRMATIVE COVENANTS - MAINTENANCE OF LIENS; CREATION
OF LIENS ON NEWLY ACQUIRED PROPERTY);
(II)
FOR THE PURPOSES OF ENSURING THE VALIDITY AND
LEGALITY OF THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT AND THE RIGHTS OF THE
SENIOR SECURED PARTIES HEREUNDER OR THEREUNDER; AND
(III)
FOR THE PURPOSES OF FACILITATING THE PROPER EXERCISE
OF RIGHTS AND POWERS GRANTED TO THE SENIOR SECURED PARTIES UNDER THIS AGREEMENT
OR ANY OTHER FINANCING DOCUMENT.
(R)
FIRST PRIORITY RANKING. THE
BORROWER SHALL CAUSE ITS PAYMENT OBLIGATIONS WITH RESPECT TO THE LOANS TO
CONSTITUTE DIRECT SENIOR SECURED OBLIGATIONS OF THE BORROWER AND TO RANK NO LESS
THAN PARI PASSU IN PRIORITY OF PAYMENT, IN RIGHT OF SECURITY (EXCEPT WITH
RESPECT TO PERMITTED LIENS) AND IN ALL OTHER RESPECTS TO ALL OTHER INDEBTEDNESS
OF THE BORROWER.
(S)
QUARTERLY CALCULATIONS. NOT MORE
THAN THREE (3) BUSINESS DAYS PRIOR TO EACH QUARTERLY PAYMENT DATE.
(I)
THE BORROWER SHALL PROVIDE TO THE ADMINISTRATIVE
AGENT A CALCULATION OF THE DEBT SERVICE RESERVE REQUIRED AMOUNT, CERTIFIED BY A
FINANCIAL OFFICER OF THE BORROWER; AND
(II)
THE BORROWER SHALL CALCULATE THE HISTORICAL DEBT
SERVICE COVERAGE RATIO AND THE PROSPECTIVE DEBT SERVICE COVERAGE RATIO, AND
SHALL PROVIDE WRITTEN EVIDENCE TO THE ADMINISTRATIVE AGENT AND THE ACCOUNTS BANK
OF SUCH CALCULATIONS CERTIFIED BY