RDA Agmt 2008 1750 Doolittle LLC etc

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ARTICLE 3 BORROWER COVENANTS 3.1 Use of Proceeds. Borrower covenants that it shall use the proceeds of the Loan solely for the purpose of financing the cost of the Project in accordance with Section 1.5 hereof. 3.2 Assignment. Borrower shall not cause or permit any Transfer without the prior written consent of the Agency. Any other transfer, assignment or conveyance (except for those transfers to affiliates or related parties as permitted by Section 1.2 above) shall be voidable and shall constitute a default under Section 5.1(h) of this Agreement. 3.3 Notification. Until the Loan is repaid in full, Borrower covenants that it will promptly notify the Agency in writing of the occurrence of any event which might materially and adversely affect its ability to perform its obligations under the Note, or which constitutes, or with the giving of notice or passage of time or both would constitute, an Event of Default under this Agreement. Such occurrences include, but are not limited to, the threat or initiation of lawsuits or administrative proceedings against Borrower that results in a final judgment, order or decree that has a materially adverse effect on the business of Borrower and its ability to perform its obligations under this Agreement or the Note, the revocation of material operating licenses, or problems with vendors, suppliers, or customers that has a materially adverse effect on the business of Borrower and its ability to perform its obligations herein. ARTICLE 4 INDEMNITY REQUIREMENTS 4.1 Indemnity. Borrower shall defend (with counsel acceptable to Agency), hold harmless and indemnify the Agency and its elected and appointed officials, officers, agents and employees from and against all claims, liability, costs, expenses, loss or damages of any nature whatsoever, including reasonable attorney's fees, arising out of or in any way connected with its failure to perform its covenants and obligations under this Agreement and any of its operations or activities related thereto, excluding the willful misconduct or the gross negligence of the person or entity seeking to be defended, indemnified, or held harmless. ARTICLE 5 DEFAULT AND REMEDIES 5.1 Events of Default. Each of the following events will constitute an event of default ("Event of Default") under this Agreement: (a) Nonpayment. Borrower's failure to pay when due the principal and interest payable under the Note, and such failure continues for ten (10) days after Borrower's receipt of written notice of default. (b) Noncompliance with the Loan Documents. Borrower's failure, neglect or refusal to perform any promise, agreement, covenant or obligation contained in the Loan Documents after any applicable cure periods. 1113396.3 5 t.: ' [ ~ ;, `r {,,.