Agenda - Economic Development Authority - 03/09/2017

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e. Annual personal income tax returns (including all schedules and K-1's) of the Individual Guarantors, to be submitted concurrently with the Borrower's statement required above. 5.2 Borrower and Co-Borrower record keeping and Lender inspection of Collateral and records. Borrower and Co-Borrower will keep true and accurate books and records of its business operations, accounts, and Borrower and Co-Borrower will permit Lender at any reasonable time and during regular business hours to inspect the Property, and to examine Borrower's and Co-Borrower books, records, and files, and make copies thereof, and to discuss the affairs of Borrower and/or Co-Borrower with their members/shareholders, officers, directors, and employees. In addition, the Borrower shall provide (i) annual financial statements, annual debt schedules and tax returns of the Borrower not later than 120 days after each fiscal year end of the Borrower (ii) annual personal financial statements and personal tax returns for the Personal Guarantor not later than October 15 of each year, and (iii) compiled annual financial statements, annual debt schedules and tax returns of the Co-Borrower not later than 120 days after each fiscal year end of the Co-Borrower. PART 6. FINANCIAL COVENANTS AND LIMITATION ON CETAIN ACTIVITIES OF BORROWER 6.1 Indebtedness, liens, and disposition of assets. Borrower shall not, without the prior written consent of Lender, which approval shall not be unreasonably withheld, do any of the following: except debt incurred in the ordinary course of business and indebtedness to Lender contemplated by this Agreement and indebtedness to ; incur indebtedness for borrowed money; sell, transfer, assign, pledge, lease, grant a security interest in, or otherwise encumber any of Borrower's and Co-Borrower's assets, except to Lender and except to those identified on Exhibit B, the Permitted Encumbrances. 6.2 Ownership stability of Borrower. Borrower covenants that unless prior written approval has been provided by Lender, which approval shall not be unreasonably withheld, Borrower's majority limited liability company membership interest holders in control of Borrower at the time of this Agreement shall not sell or otherwise relinquish majority ownership control of Borrower. 6.3 Ownership stability of Co-Borrower. The Co-Borrower covenants that unless prior written approval has been provided by Lender, the owners of a majority of the outstanding membership units of the Co-Borrower at the time of this Agreement shall not sell or otherwise relinquish their majority ownership control of the Co-Borrower. 6.4 Change of business form or identity. Borrower and Co-Borrower will not, without the prior written approval of Lender, which approval shall not be unreasonably withheld, change their business forms, business names or trade names, change location, or acquire or merge or consolidate with any other entity. 6.5.1 Until the Loan is paid in full, Borrower shall maintain the Property in commercial use in accordance with all City ordinances. The Property shall be considered in commercial use if: Borrower operates a business in the Property; Borrower leases the Property or portions thereof 6