DEFICIENCY
OUTSTANDING OR ASSESSED OR, TO THE BORROWER'S KNOWLEDGE, PROPOSED AGAINST THE
PROPERTY OWNER, THE BORROWER OR THE PROPERTY THAT IS NOT REFLECTED AS A
LIABILITY ON THE FINANCIAL STATEMENTS OF THE PROPERTY OWNER OR THE BORROWER NOR
HAS THE PROPERTY OWNER OR THE BORROWER EXECUTED ANY AGREEMENTS OR WAIVERS
EXTENDING ANY STATUTE OF LIMITATIONS ON OR EXTENDING THE PERIOD FOR THE
ASSESSMENT OR COLLECTION OF ANY TAX.
A-20
ARTICLE 7
AFFIRMATIVE COVENANTS
The Borrower covenants and agrees that from the date hereof and so long as any
indebtedness is outstanding hereunder, or any of the Obligations remain
outstanding, as follows:
7.1
NOTICES.
THE BORROWER SHALL, WITH REASONABLE PROMPTNESS, BUT IN
ALL EVENTS WITHIN FIVE DAYS AFTER IT HAS ACTUAL KNOWLEDGE THEREOF, NOTIFY THE
FIRST UNION LENDER IN WRITING OF THE OCCURRENCE OF ANY ACT, EVENT OR CONDITION
WHICH CONSTITUTES A DEFAULT OR EVENT OF DEFAULT UNDER ANY OF THE LOAN
DOCUMENTS.
SUCH NOTIFICATION SHALL INCLUDE A WRITTEN STATEMENT OF ANY REMEDIAL
OR CURATIVE ACTIONS WHICH THE BORROWER PROPOSES TO UNDERTAKE AND/OR TO CAUSE ANY
OF THE OTHER MARC ENTITIES TO UNDERTAKE TO CURE OR REMEDY SUCH DEFAULT OR EVENT
OF DEFAULT.
7.2
SECURITIES EXCHANGE ACT.
THE BORROWER ACKNOWLEDGES THAT THE
FINANCIAL STATEMENTS OF THE FIRST UNION LENDER ARE CONSOLIDATED WITH THOSE OF
FUR AND THAT FUR IS SUBJECT TO THE REPORTING REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "REPORTING REQUIREMENTS").
THE BORROWER
SHALL PERMIT, AND SHALL CAUSE THE PROPERTY OWNER TO PERMIT, THE OFFICERS, AGENTS
AND REPRESENTATIVES OF FUR (INCLUDING ITS ATTORNEYS AND ACCOUNTANTS) TO HAVE
UNFETTERED ACCESS TO SUCH FINANCIAL AND OTHER INFORMATION FOR EACH OF THE
BORROWER AND THE PROPERTY OWNER AT SUCH TIMES AS SUCH OFFICER, AGENT OR
REPRESENTATIVES MAY REASONABLY REQUEST TO ENABLE FUR TO OBTAIN THE INFORMATION
REQUIRED IN ORDER TO TIMELY COMPLY WITH THE REPORTING REQUIREMENTS.
EACH OF THE
BORROWER AND THE PROPERTY OWNER SHALL INSTITUTE SUCH INTERNAL ACCOUNTING
CONTROLS AS MAY BE REQUESTED BY THE FIRST UNION LENDER, INCLUDING, WITHOUT
LIMITATION, THOSE WHICH ARE NECESSITATED BY SARBANES-OXLEY ACT OF 2002, AS
AMENDED; PROVIDED, HOWEVER THAT THE FIRST UNION LENDER SHALL BEAR ALL MATERIAL
COSTS ASSOCIATED WITH SUCH COMPLIANCE.
7.3
FINANCIAL STATEMENTS; REPORTS; OFFICER'S CERTIFICATES.
THE
BORROWER SHALL FURNISH OR CAUSE TO BE FURNISHED TO THE FIRST UNION LENDER AS SET
FORTH HEREIN FROM TIME TO TIME, THE FOLLOWING FINANCIAL STATEMENTS, REPORTS,
CERTIFICATES, AND OTHER INFORMATION, ALL IN FORM, MANNER OF PRESENTATION AND
SUBSTANCE ACCEPTABLE TO THE FIRST UNION LENDER WITH RESPECT TO THE PROPERTY
OWNER AND THE BORROWER:
7.3.1
ANNUAL STATEMENTS.
AT SUCH TIMES AS MAY BE REQUIRED BY THE TERMS
OF THE PROPERTY MANAGEMENT AGREEMENT FOR THE PROPERTY OR ANY AGREEMENT
EVIDENCING A SENIOR LOAN BUT IN NO EVENT LATER FEBRUARY 15 OF EACH CALENDAR
YEAR, THE STATEMENTS OF THE FINANCIAL CONDITION OF THE BORROWER OR PROPERTY
OWNER AND OTHER FINANCIAL REPORTS AS ARE REQUIRED BY THE TERMS OF THE MANAGEMENT
AGREEMENT AND ANY SENIOR LOAN.
7.3.2
PERIODIC STATEMENTS.
AT SUCH TIMES AS MAY BE REQUIRED