DEVELOPMENT COMPANY, LLC);
(2) WITHIN SIXTY (60) DAYS AFTER THE END OF EACH CALENDAR QUARTER, WITH RESPECT
TO BORROWER, A QUARTERLY FINANCIAL STATEMENT, IN A FORM SATISFACTORY TO THE
AGENT; AND (3) WITHIN THIRTY (30) DAYS AFTER THE END OF EACH REPORTING PERIOD OF
BORROWER (IT BEING UNDERSTOOD THAT BORROWER HAS A 13 PERIOD REPORTING CYCLE
ANNUALLY), WITH RESPECT TO BORROWER, A MONTHLY FINANCIAL STATEMENT, IN A FORM
SATISFACTORY TO THE AGENT, TOGETHER WITH A LIST OF EXISTING PERMITTED LEASES AND
THE NET LEASE PAYMENTS RECEIVED BY BORROWER DURING SUCH REPORTING PERIOD. WITHIN
TEN (10) DAYS AFTER REQUEST BY THE AGENT, BORROWER SHALL DELIVER TO THE AGENT
THE MOST RECENTLY FILED ANNUAL FEDERAL INCOME TAX RETURNS WITH RESPECT TO
BORROWER AND GUARANTOR. BORROWER AND GUARANTOR SHALL PROVIDE SUCH ADDITIONAL
FINANCIAL INFORMATION AS THE AGENT REASONABLY REQUIRES. UPON REASONABLE ADVANCE
NOTICE FROM THE AGENT, BORROWER SHALL PERMIT THE AGENT, THE LENDERS OR THEIR
REPRESENTATIVES TO REVIEW ALL OF BORROWER'S BOOKS AND RECORDS REGARDING THE
DEVELOPMENT AND OPERATION OF THE PROJECT.
(S)
LOST NOTE.
UPON A LENDER'S DELIVERY TO BORROWER OF AN
AFFIDAVIT TO SUCH EFFECT, BORROWER SHALL, IF ITS NOTE IS MUTILATED, DESTROYED,
LOST OR STOLEN, DELIVER TO SUCH LENDER, IN SUBSTITUTION THEREFOR, A NEW NOTE
CONTAINING THE SAME TERMS AND CONDITIONS.
(T)
INDEMNIFICATION.
BORROWER SHALL INDEMNIFY THE AGENT, EACH
LENDER AND ANY PARTY OWNING AN INTEREST IN ANY LOAN AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS (EACH, AN "INDEMNIFIED PARTY")
AND DEFEND AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ALL CLAIMS,
INJURY, DAMAGE, LOSS AND LIABILITY, COST AND EXPENSE (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) OF ANY AND EVERY KIND TO ANY
PERSONS OR PROPERTY BY REASON OF (I) THE CONSTRUCTION; (II) THE OPERATION OR
MAINTENANCE OF THE PROJECT; (III) ANY BREACH OF REPRESENTATION OR WARRANTY,
DEFAULT OR EVENT OF DEFAULT; OR (IV) ANY OTHER MATTER ARISING IN CONNECTION WITH
THE LOANS OR THE PROJECT. NO INDEMNIFIED PARTY SHALL BE ENTITLED TO BE
INDEMNIFIED AGAINST ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE
FOREGOING INDEMNIFICATION SHALL SURVIVE REPAYMENT OF THE DEBT.
79
(U)
COMPLIANCE WITH LAWS.
BORROWER SHALL COMPLY WITH ALL LAWS
APPLICABLE TO THE PROJECT.
(V)
FURNISHING REPORTS.
UPON THE AGENT'S REQUEST, BORROWER SHALL
PROVIDE THE AGENT WITH COPIES OF ALL INSPECTIONS, REPORTS, TEST RESULTS AND
OTHER INFORMATION RECEIVED BY BORROWER WHICH IN ANY WAY RELATE TO THE PROJECT OR
ANY PART THEREOF.
(W)
FURNISHING NOTICES.
BORROWER SHALL PROVIDE THE AGENT WITH
COPIES OF ALL MATERIAL NOTICES PERTAINING TO THE PROJECT RECEIVED BY BORROWER
FROM ANY PURCHASER UNDER ANY CONTRACT OF SALE, GOVERNMENTAL AUTHORITY, INSURANCE
COMPANY OR TENANT WITHIN SEVEN (7) DAYS AFTER SUCH NOTICE IS RECEIVED.
(X)
CORRECTION OF DEFECTS.
WITHIN FIVE (5) DAYS AFTER BORROWER
ACQUIRES KNOWLEDGE OF OR RECEIVES NOTICE OF A DEFECT IN THE IMPROVEMENTS OR ANY
DEPARTURE FROM THE PLANS AND SPECIFICATIONS, OR ANY OTHER REQUIREMENT OF THIS
AGREEMENT, BORROWER WILL PROCEED WITH DILIGENCE TO CORRECT ALL SUCH DEFECTS AND
DEPARTURES.
(Y)
HOLD DISBURSEMENTS IN TRUST.
BORROWER