Common use of Additional Covenants and Agreements of Borrower Clause in Contracts

Additional Covenants and Agreements of Borrower. 7.1 Borrower hereby agrees that it shall (i) continue to use its best efforts to sell the business of the Borrower, utilizing the services of the Investment Banker and meeting the time table provided herein, and (ii) continue to utilize Borrower's consultants and counsel, or such other consultants and counsel as are reasonably satisfactory to Standard Federal. 7.2 Borrower acknowledges and agrees that from and after the date hereof Standard Federal is not obligated to make any advances under the Original Loan Documents that are not contemplated by this Loan Modification Agreement; and the Original Loan Documents are hereby amended to confirm that no such advances shall be made thereunder (except to the extent that Standard Federal in its sole discretion elects to make advances under its Original Collateral Documents). 7.3 Borrower shall provide, by 10:00 a.m. Detroit time on each Tuesday during the Forbearance Period, a certificate (the "Borrowing Base Certificate"), in a form acceptable to Standard Federal, certifying its compliance with the Advance Formula as of the previous Friday, as the Advance Formula is described in the Existing Loan Agreement as hereby amended. 7.4 Borrower shall provide on a weekly basis, within five (5) days of the end of each week, a projection of cash receipts and expenses for the 13-week period beginning with the then-current week (the "Projection"). In addition, Borrower shall promptly provide any other information or reports which Standard Federal may reasonably request relating to the operation of its business, its financial affairs, its efforts to sell or otherwise dispose of any of the Collateral, or its efforts to sell its business as a going concern (the "Other Documents", with the Borrowing Base Certificate, the Projection and the Other Documents referred to herein as the "Deliverables"). 7.5 If Borrower sells any real property subject to a mortgage in favor of Standard Federal, the first proceeds shall be used to pay the outstanding indebtedness pursuant to the mortgage indebtedness, and the remaining proceeds from such sale shall be made available to the Borrower for use in its business, but the amount of such proceeds made available to the Borrower for use in its business shall permanently reduce the Borrowing Base under the Existing Loan Agreement. 7.6 Upon receipt, Borrower shall turn over to Standard Federal any and all tax refunds it receives, in kind, to be applied to the Borrower's lines of credit with Standard Federal. While no Loan Modification Agreement Event of Default exists, the Borrowing Base under the Existing Loan Agreement shall not be reduced by the amount of such proceeds made available to the Borrower for use in its business. In the event of a Loan Modification Agreement Event of Default, the Borrowing Base under the Existing Loan Agreement shall be reduced by the amount of such proceeds made available to the Borrower for use in its business. 7.7 Borrower shall deliver to Standard Federal, by 5:00 p.m. on February 14, 2002, a personal financial statement of ▇▇▇▇▇ ▇▇▇▇, ▇▇. (which shall be a statement of ▇▇▇▇▇ ▇▇▇▇ ▇▇.'s own assets, liabilities, net worth, and income, and shall not include any assets, liabilities, net worth, or income of his spouse or any other person), and of ▇▇▇▇▇ ▇▇▇▇, ▇▇. as trustee of his revocable living trust under agreement dated December 20, 1979, as amended, in each case as of a date less than 30 days prior to the Effective Date.

Additional Covenants and Agreements of Borrower. 7.1 Borrower hereby represents, warrants, covenants and agrees that it shall at all times that Borrower has any outstanding Obligations to Lender: (a) Borrower is and will remain duly organized and existing in good standing under the laws of the state specified in the preamble hereof and duly qualified to do business wherever necessary to perform its obligations under the Transaction Documents, including each jurisdiction in which Equipment is or will be located; (b) Borrower and each Guarantor is and will remain in full compliance with all Applicable Laws including: (i) continue ensuring that no Person who owns a controlling interest in or otherwise controls Borrower or any Guarantor (A) is a Person whose property or interest in property is blocked or subject to use its best efforts blocking pursuant to sell Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (B) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2, or (C) is a Person on the business list of Specially Designated Nationals and Blocked Persons or subject to the Borrower, utilizing the services limitations or prohibitions under any other U.S. Department of the Investment Banker and meeting the time table provided herein, and Treasury’s Office of Foreign Assets Control regulation or executive order; (ii) continue to utilize Borrower's consultants and counsel, or such other consultants and counsel as are reasonably satisfactory to Standard Federal. 7.2 Borrower acknowledges and agrees that from and after the date hereof Standard Federal is not obligated to make any advances under the Original Loan Documents that are not contemplated by this Loan Modification Agreement; and the Original Loan Documents are hereby amended to confirm that no such advances shall be made thereunder (except to the extent that Standard Federal in its sole discretion elects to make advances under its Original Collateral Documents). 7.3 Borrower shall provide, by 10:00 a.m. Detroit time on each Tuesday during the Forbearance Period, a certificate (the "Borrowing Base Certificate"), in a form acceptable to Standard Federal, certifying its compliance Trading with the Advance Formula as of the previous Friday, as the Advance Formula is described in the Existing Loan Agreement as hereby amended. 7.4 Borrower shall provide on a weekly basis, within five (5) days of the end of each week, a projection of cash receipts and expenses for the 13-week period beginning with the then-current week (the "Projection"). In addition, Borrower shall promptly provide any other information or reports which Standard Federal may reasonably request relating to the operation of its business, its financial affairs, its efforts to sell or otherwise dispose of any of the Collateral, or its efforts to sell its business as a going concern (the "Other Documents", with the Borrowing Base Certificate, the Projection and the Other Documents referred to herein as the "Deliverables"). 7.5 If Borrower sells any real property subject to a mortgage in favor of Standard Federal, the first proceeds shall be used to pay the outstanding indebtedness pursuant to the mortgage indebtedness, and the remaining proceeds from such sale shall be made available to the Borrower for use in its business, but the amount of such proceeds made available to the Borrower for use in its business shall permanently reduce the Borrowing Base under the Existing Loan Agreement. 7.6 Upon receipt, Borrower shall turn over to Standard Federal any and all tax refunds it receives, in kind, to be applied to the Borrower's lines of credit with Standard Federal. While no Loan Modification Agreement Event of Default exists, the Borrowing Base under the Existing Loan Agreement shall not be reduced by the amount of such proceeds made available to the Borrower for use in its business. In the event of a Loan Modification Agreement Event of Default, the Borrowing Base under the Existing Loan Agreement shall be reduced by the amount of such proceeds made available to the Borrower for use in its business. 7.7 Borrower shall deliver to Standard Federal, by 5:00 p.m. on February 14, 2002, a personal financial statement of ▇▇▇▇▇ ▇▇▇▇, ▇▇. (which shall be a statement of ▇▇▇▇▇ ▇▇▇▇ ▇▇.'s own assets, liabilities, net worth, and income, and shall not include any assets, liabilities, net worth, or income of his spouse or any other person), and of ▇▇▇▇▇ ▇▇▇▇, ▇▇. as trustee of his revocable living trust under agreement dated December 20, 1979Enemy Act, as amended, in and each case of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto; (iii) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001); and (iv) the Bank Secrecy Act ("BSA") and all laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations; (c) no proceeds of any Loan under any Transaction Documents will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a date less than 30 days prior political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the Effective DateUnited States Foreign Corrupt Practices Act of 1977, as amended; and (d) until Borrower’s Obligations under each Loan and the related Transaction Documents are satisfied in full, if requested by Lender or if required by Applicable Laws, Borrower shall, at Borrower’s sole cost and expense, permanently affix and maintain on the Equipment in a prominent place, a sign, legend, plate, plaque, tag or other identifying label disclosing Lender’s Lien on the Equipment subject to such Transaction Documents.