AND NOT UNDULY INTERFERE WITH NORMAL
OPERATIONS, AND PROVIDED FURTHER THAT IN THE EVENT THAT ANY OF THE FOREGOING ARE
IN THE CONTROL OF ANY THIRD PARTY, BORROWER SHALL USE ITS REASONABLE BEST
EFFORTS TO CAUSE SUCH THIRD PARTY TO PROVIDE ACCESS TO SUCH MATERIALS TO AGENT
AND LENDERS WHO SHALL REQUEST THE SAME.
IN THE EVENT THAT BORROWER IS
PROHIBITED BY LAW FROM PROVIDING ANY OF THE ACCESS REFERRED TO IN THE PRECEDING
SENTENCE TO AGENT AND LENDERS, IT SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN WAIVERS THEREOF PROMPTLY SO AS TO PERMIT SUCH ACCESS.
BORROWER SHALL
MAKE THE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND AUTHORIZED
REPRESENTATIVES (INCLUDING COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS) OF
BORROWER AND ITS SUBSIDIARIES (AND SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS
TO CAUSE EACH OTHER PORTFOLIO ENTITY TO DO THE SAME) TO CONFER WITH AGENT AND
LENDERS AND THEIR RESPECTIVE REPRESENTATIVES, PROVIDED THAT (I) SUCH ACCESS
SHALL BE REASONABLY RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY AND NOT
UNDULY INTERFERE WITH NORMAL OPERATIONS AND (II) UNLESS A DEFAULT OR EVENT OF
DEFAULT EXISTS, COUNSEL TO BORROWER SHALL BE PERMITTED TO BE PRESENT AT ANY
MEETING BETWEEN BORROWER'S INDEPENDENT PUBLIC ACCOUNTANTS AND AGENT OR LENDERS.
7.9
PAYMENT OF INDEBTEDNESS.
EACH OF BORROWER,
EACH PRIMARY OBLIGOR, EACH MATERIAL PORTFOLIO ENTITY AND, SUBJECT TO THE FINAL
SENTENCE OF THIS SECTION 7.9, EACH WHOLLY-OWNED SUBSIDIARY WILL DULY AND
PUNCTUALLY PAY, OR CAUSE TO BE PAID, THE PRINCIPAL OF AND THE INTEREST ON ALL
INDEBTEDNESS HERETOFORE OR HEREAFTER INCURRED OR ASSUMED BY SUCH PERSON, WHEN
AND AS THE SAME SHALL BECOME DUE AND PAYABLE, PROVIDED THAT NEITHER BORROWER,
NOR ANY PRIMARY OBLIGOR, ANY WHOLLY-OWNED SUBSIDIARY OR ANY MATERIAL PORTFOLIO
ENTITY SHALL BE REQUIRED TO PAY ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS
INCURRED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT) WHILE THE SAME IS
BEING CONTESTED BY IT IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS SO LONG AS
BORROWER OR SUCH PRIMARY OBLIGOR OR WHOLLY-OWNED SUBSIDIARY OR MATERIAL
PORTFOLIO ENTITY (AS THE CASE MAY BE) SHALL HAVE SET ASIDE ON ITS BOOKS
APPROPRIATE RESERVES IN ACCORDANCE WITH GAAP WITH RESPECT THERETO AND TITLE TO
ANY PROPERTY OF BORROWER OR THE APPLICABLE PRIMARY OBLIGOR OR WHOLLY-OWNED
SUBSIDIARY OR MATERIAL PORTFOLIO ENTITY IS NOT JEOPARDIZED.
THE PROVISIONS OF
THIS SECTION 7.9 DO NOT RELATE TO INDEBTEDNESS OF FC CAPITAL OR OTHER
WHOLLY-OWNED SUBSIDIARIES WHICH ARE REO AFFILIATES.
7.10
FURTHER ASSURANCES.
EACH OF BORROWER, EACH
PRIMARY OBLIGOR, EACH WHOLLY-OWNED SUBSIDIARY AND EACH OTHER LOAN PARTY WILL,
AND WILL CAUSE EACH OF ITS RESPECTIVE SUBSIDIARIES TO, MAKE, EXECUTE OR ENDORSE,
AND ACKNOWLEDGE AND DELIVER OR FILE, ALL SUCH VOUCHERS, INVOICES, NOTICES, AND
CERTIFICATIONS AND ADDITIONAL AGREEMENTS, UNDERTAKINGS, CONVEYANCES, TRANSFERS,
ASSIGNMENTS, OR FURTHER ASSURANCES, AND TAKE ANY AND ALL SUCH OTHER ACTION, AS
AGENT OR ANY LENDER MAY, FROM TIME TO TIME, DEEM NECESSARY OR PROPER IN
CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS OF SUCH PERSON HEREUNDER OR
UNDER THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH SUCH PERSON IS A
PARTY, OR