PROPERTIES,
SUBJECT ONLY TO THE SENIOR LOANS AND ANY LIENS GRANTED TO THE FIRST UNION
LENDER.
7.13
ESTOPPEL.
THE BORROWER SHALL, WITHIN 10 DAYS AFTER A REQUEST
THEREFOR FROM THE FIRST UNION LENDER, WHICH REQUEST SHALL NOT BE MADE BY THE
FIRST UNION LENDER MORE THAN ONCE EACH QUARTER DURING EACH CALENDAR YEAR,
FURNISH TO THE FIRST UNION LENDER A STATEMENT, DULY ACKNOWLEDGED AND CERTIFIED,
SETTING FORTH (I) THE AMOUNT THEN OWING BY THE BORROWER IN RESPECT OF ITS
OBLIGATIONS, (II) THE DATE THROUGH WHICH INTEREST HAS BEEN PAID, (III) ANY
OFFSETS, COUNTERCLAIMS, CREDITS OR DEFENSES TO THE PAYMENT BY THE BORROWER TO
THE OBLIGATIONS AND (IV) WHETHER ANY WRITTEN NOTICE OF DEFAULT FROM THE FIRST
UNION LENDER TO THE BORROWER IS THEN OUTSTANDING AND ACKNOWLEDGING THAT THIS
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH BORROWER IS A PARTY
ARE IN FULL FORCE AND EFFECT AND UNMODIFIED, OR IF MODIFIED, GIVING THE
PARTICULARS OF SUCH MODIFICATION.
7.14
REPAIRS; MAINTENANCE AND COMPLIANCE.
THE BORROWER SHALL CAUSE THE
PROPERTY OWNER TO AT ALL TIMES MAINTAIN, PRESERVE AND PROTECT ALL FRANCHISES AND
TRADE NAMES, AND THE BORROWER SHALL CAUSE THE PROPERTY OWNER TO MAINTAIN THE
PROPERTY IN A GOOD AND SAFE CONDITION AND REPAIR AND SHALL NOT (AND SHALL NOT
PERMIT THE PROPERTY OWNER TO) REMOVE, DEMOLISH OR ALTER THE IMPROVEMENTS OR
EQUIPMENT (EXCEPT FOR ALTERATIONS PERFORMED IN ACCORDANCE WITH SECTION 7.15 AND
NORMAL REPLACEMENT OF EQUIPMENT WITH EQUIPMENT OF EQUIVALENT VALUE AND
FUNCTIONALITY).
THE BORROWER SHALL CAUSE THE PROPERTY OWNER TO PROMPTLY COMPLY
WITH ALL LEGAL REQUIREMENTS AND IMMEDIATELY CURE (OR CAUSE THE PROPERTY OWNER TO
CURE) PROPERLY ANY VIOLATION
A-24
OF A LEGAL REQUIREMENT.
THE BORROWER SHALL (OR SHALL CAUSE THE PROPERTY OWNER
TO) PROMPTLY REPAIR, REPLACE OR REBUILD ANY PART OF THE PROPERTY THAT BECOMES
DAMAGED, WORN OR DILAPIDATED AND SHALL (OR SHALL CAUSE PROPERTY OWNER TO)
COMPLETE AND PAY FOR ANY IMPROVEMENTS AT ANY TIME IN THE PROCESS OF CONSTRUCTION
OR REPAIR.
7.15
ALTERATIONS.
SUBJECT TO SECTION 7.17, THE BORROWER MAY, WITHOUT
THE FIRST UNION LENDER'S CONSENT, PERFORM ALTERATIONS TO THE IMPROVEMENTS AND
EQUIPMENT UNLESS SUCH ALTERATIONS ARE NOT PERMITTED UNDER THE TERMS OF AN
AGREEMENT WITH RESPECT TO A SENIOR LOAN.
7.16
LEASING MATTERS.
THE BORROWER SHALL NOT, NOR SHALL IT PERMIT A
PROPERTY OWNER TO, ENTER INTO ANY APPROVAL LEASE WITHOUT THE PRIOR WRITTEN
CONSENT OF THE FIRST UNION LENDER.
WITH RESPECT TO ANY APPROVAL LEASE, THE
BORROWER SHALL CAUSE TO BE SENT TO THE FIRST UNION LENDER, AT A MINIMUM , THE
DEAL SUMMARY SHEET WHICH SHALL INCLUDE THE TERMS SET FORTH ON EXHIBIT C HERETO.
THE FIRST UNION LENDER SHALL HAVE THREE BUSINESS DAYS FOLLOWING RECEIPT OF THE
FOREGOING INFORMATION TO EITHER APPROVE OR DISAPPROVE OF THE ENTERING INTO THE
APPROVAL LEASE.
IF THE FIRST UNION LENDER FAILS TO RESPOND TO ANY SUCH REQUEST
WITHIN SUCH PRESCRIBED TIME PERIOD, SUCH REQUEST SHALL BE DEEMED APPROVED BY THE
FIRST UNION LENDER.
ALL REQUESTS TO BE MADE HEREUNDER SHALL BE MADE TO THOSE