LOAN AND CONTINUE FOR SO LONG AS ANY AMOUNT REMAINS OWING TO THE LENDERS
UNDER THIS AGREEMENT, THE NOTE OR ANY OF THE OTHER LOAN DOCUMENTS; PROVIDED,
HOWEVER, THAT THE REPRESENTATIONS SET FORTH IN SECTION 4.2(E) SHALL SURVIVE IN
PERPETUITY. ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE IN
THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO HAVE BEEN
RELIED UPON BY THE LENDERS AND COLLATERAL AGENT NOTWITHSTANDING ANY
INVESTIGATION HERETOFORE OR HEREAFTER MADE BY THE LENDERS AND COLLATERAL AGENT
OR ON THEIR BEHALF.
ARTICLE V.
AFFIRMATIVE COVENANTS
SECTION 5.1.
AFFIRMATIVE COVENANTS.
BORROWER COVENANTS AND AGREES
THAT, FROM THE DATE HEREOF AND UNTIL PAYMENT IN FULL OF THE INDEBTEDNESS:
(A)
EXISTENCE; COMPLIANCE WITH LEGAL REQUIREMENTS; INSURANCE.
BORROWER SHALL DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE, RENEW
AND KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE AS A LIMITED LIABILITY COMPANY,
OR AS THE CASE MAY BE, LIMITED PARTNERSHIP, RIGHTS, LICENSES, PERMITS AND
FRANCHISES NECESSARY FOR THE CONDUCT OF ITS BUSINESS AND COMPLY WITH ALL LEGAL
REQUIREMENTS AND INSURANCE REQUIREMENTS APPLICABLE TO IT AND THE PROPERTY,
EXCEPT FOR SUCH NON-COMPLIANCE WHICH IS NOT REASONABLY LIKELY TO RESULT IN A
MATERIAL ADVERSE EFFECT. BORROWER SHALL AT ALL TIMES MAINTAIN, PRESERVE AND
PROTECT ALL FRANCHISES AND TRADE NAMES AND PRESERVE ALL THE REMAINDER OF ITS
PROPERTY NECESSARY FOR THE CONTINUED CONDUCT OF ITS BUSINESS AND KEEP THE
PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION, EXCEPT FOR REASONABLE WEAR
AND USE (AND EXCEPT FOR CASUALTY LOSSES AS TO WHICH OTHER PROVISIONS HEREOF
SHALL GOVERN), AND FROM TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL REASONABLY
NECESSARY REPAIRS, RENEWALS, REPLACEMENTS, BETTERMENTS AND IMPROVEMENTS THERETO.
BORROWER SHALL OR SHALL CAUSE ITS TENANTS TO KEEP THE PROPERTY INSURED AT ALL
TIMES, BY FINANCIALLY SOUND AND REPUTABLE INSURERS, TO SUCH EXTENT AND AGAINST
SUCH RISKS, AND MAINTAIN LIABILITY AND SUCH OTHER INSURANCE, AS MORE FULLY
PROVIDED IN THIS AGREEMENT, AND OTHERWISE PERFORM AND COMPLY WITH ALL
OBLIGATIONS OF BORROWER UNDER THE MORTGAGES.
(B)
BASIC CARRYING COSTS AND OTHER CLAIMS.
BORROWER SHALL PAY AND
DISCHARGE ALL IMPOSITIONS, AS WELL AS ALL LAWFUL CLAIMS FOR LABOR, MATERIALS AND
SUPPLIES OR OTHERWISE WHEN DUE AND PAYABLE ALL AS MORE FULLY PROVIDED IN, AND
SUBJECT TO ANY RIGHTS TO CONTEST CONTAINED IN, THE MORTGAGE. BORROWER SHALL PAY
ALL BASIC CARRYING COSTS WITH RESPECT TO BORROWER AND THE PROPERTY IN ACCORDANCE
WITH THE PROVISIONS OF THE MORTGAGE AND THIS AGREEMENT, SUBJECT, HOWEVER, TO
BORROWER'S RIGHTS TO CONTEST PAYMENT OF IMPOSITIONS IN ACCORDANCE WITH THE
MORTGAGE. BORROWER'S OBLIGATION TO PAY BASIC CARRYING COSTS PURSUANT TO THIS
AGREEMENT SHALL INCLUDE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IMPOSITIONS
RESULTING FROM FUTURE CHANGES IN
74
LAW WHICH IMPOSE UPON A LENDER AN OBLIGATION TO PAY ANY PROPERTY TAXES ON THE
PROPERTY OR OTHER IMPOSITIONS. BORROWER SHALL (X) PAY ITS TRADE PAYABLES WITHIN
FORTY-FIVE (45) DAYS FROM THE DATE SUCH TRADE PAYABLES ARE INCURRED AND (Y) NOT
PERMIT ITS TRADE PAYABLES TO EXCEED 2% OF THE