WITHIN FIFTEEN (15) DAYS AND AT ITS EXPENSE, WILL FURNISH OR
WILL CAUSE OWNER TO FURNISH TO LENDER A STATEMENT, DULY ACKNOWLEDGED AND
CERTIFIED, SETTING FORTH WITH RESPECT TO THIS AGREEMENT, THE NOTE AND THE
MORTGAGE NOTE, AS APPLICABLE, (I) THE AMOUNT OF THE ORIGINAL PRINCIPAL AMOUNT,
AND THE UNPAID PRINCIPAL AMOUNT, (II) THE RATE OF INTEREST, (III) THE DATE
PAYMENTS OF INTEREST AND/OR PRINCIPAL WERE LAST PAID, (IV) ANY OFFSETS OR
DEFENSES TO PAYMENT, AND IF ANY ARE ALLEGED, THE NATURE THEREOF, (V) THAT NO
MODIFICATIONS HAVE TAKEN PLACE, OR IF MODIFIED, GIVING PARTICULARS OF SUCH
MODIFICATION AND (VI) THAT THERE HAS OCCURRED AND IS THEN CONTINUING NO DEFAULT
OR IF SUCH DEFAULT EXISTS, THE NATURE THEREOF, THE PERIOD OF TIME IT HAS
EXISTED, AND THE ACTION BEING TAKEN TO REMEDY SUCH DEFAULT.
(B)
WITHIN FIFTEEN (15) DAYS AFTER WRITTEN REQUEST BY BORROWER, LENDER
SHALL FURNISH TO BORROWER A WRITTEN STATEMENT CONFIRMING THE PRINCIPAL AMOUNT OF
THE LOAN, THE MATURITY DATE OF THE NOTE AND THE DATE TO WHICH INTEREST HAS BEEN
PAID.
SECTION 2.17.
CORPORATE ACTIONS.
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER,
BORROWER WILL NOT AND WILL NOT CAUSE OR ALLOW THE CORPORATIONS, LLCS OR
PARTNERSHIPS AT ANY TIME, TO (AND, WITHOUT LIMITING THE FOREGOING, WILL NOT VOTE
TO ENABLE, OR TAKE ANY OTHER ACTION TO PERMIT, THE CORPORATIONS, LLCS OR
PARTNERSHIPS TO):
(A)
PURCHASE OR REDEEM OR OBLIGATE ITSELF TO PURCHASE OR REDEEM ANY
EQUITY INTERESTS IN VIOLATION OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS; OR
(B)
REDEEM OR CANCEL ANY EQUITY INTERESTS OR AUTHORIZE TO BE ISSUED
ANY ADDITIONAL EQUITY INTERESTS; OR
(C)
MERGE INTO OR MERGE OR CONSOLIDATE WITH ANY CORPORATION,
PARTNERSHIP OR LIMITED LIABILITY COMPANY OR ENTITY OR CAUSE ITSELF TO DISSOLVE
OR LIQUIDATE ITS ASSETS; OR
(D)
ENTER INTO, OR CAUSE OR PERMIT ANY AFFILIATE OF ANY OF THE
CORPORATIONS, LLCS OR PARTNERSHIPS TO ENTER INTO, (X) ANY TRANSACTION WITH A
PERSON OR ENTITY AFFILIATED WITH OR RELATED TO ITSELF, EXCEPT UPON ARMS-LENGTH
TERMS AND CONDITIONS, OR (Y) ANY TRANSACTION WHICH IS MOTIVATED BY AN INTENT TO
EVADE THIS AGREEMENT; OR
(E)
BREACH ANY OF THE COVENANTS OR OBLIGATIONS OF THE CORPORATIONS,
LLCS OR PARTNERSHIPS PURSUANT TO THIS AGREEMENT.
SECTION 2.18.
CONDUCT OF OPERATIONS.
TO THE EXTENT THAT SUCH MATTERS ARE
WITHIN THE CONTROL OF BORROWER PURSUANT TO THE TERMS OF THE ORGANIZATIONAL
DOCUMENTS AND APPLICABLE LAWS, BORROWER SHALL CAUSE THE CORPORATIONS, LLCS AND
PARTNERSHIPS TO CONDUCT THEIR OPERATIONS AND TO MANAGE, PROTECT AND PRESERVE
THEIR ASSETS AND TO ACT IN A COMMERCIALLY REASONABLE MANNER TO PRESERVE THE
VALUE OF THE COLLATERAL.
SECTION 2.19.
VOTING RIGHTS; ETC.
(A) SO LONG AS AN EVENT OF DEFAULT SHALL NOT
HAVE OCCURRED AND BE CONTINUING, BORROWER SHALL BE PERMITTED (I) TO RECEIVE ANY
AND ALL REGULAR DISTRIBUTIONS AND DIVIDENDS PAID IN CASH AND IN THE ORDINARY
COURSE OF BUSINESS OF THE
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PARTNERSHIPS, THE LLCS AND THE CORPORATIONS WITH RESPECT TO THE EQUITY INTERESTS
AND (II) TO EXERCISE ALL VOTING AND