participate in any such proceedings which may have a Portfolio Material Adverse
Effect or a Material Adverse Effect.
(9)
Perform Loan Documents.
Each of the
Transaction Parties shall observe, perform and satisfy all the terms,
provisions, covenants and conditions of, and shall pay when due all costs, fees
and expenses to the extent required, under the Loan Documents executed and
delivered by, or applicable to, such Transaction Parties.
(10)
Insurance.
(A)
THE BORROWER AND THE MORTGAGED PROPERTY OWNERS
SHALL COOPERATE WITH THE ADMINISTRATIVE AGENT IN OBTAINING FOR THE
ADMINISTRATIVE AGENT THE BENEFITS OF ANY PROCEEDS LAWFULLY OR EQUITABLY PAYABLE
IN CONNECTION WITH THE MORTGAGED PROPERTY, AND THE ADMINISTRATIVE AGENT SHALL BE
REIMBURSED FOR ANY EXPENSES INCURRED IN CONNECTION THEREWITH (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) OUT OF SUCH PROCEEDS, SUBJECT TO
THE TERMS AND CONDITIONS OF ANY OPERATING LEASE WITH OTHER THAN AN OPERATING
AFFILIATE AND OF ANY MANAGEMENT AGREEMENT.
(B)
THE BORROWER AND THE MORTGAGED PROPERTY
OWNERS SHALL COMPLY WITH ALL INSURANCE REQUIREMENTS AND SHALL NOT BRING OR KEEP
OR PERMIT TO BE BROUGHT OR KEPT ANY ARTICLE UPON ANY OF THE MORTGAGED PROPERTY
OR CAUSE OR PERMIT ANY CONDITION TO EXIST THEREON WHICH WOULD BE PROHIBITED BY
ANY INSURANCE REQUIREMENT, OR WOULD INVALIDATE INSURANCE COVERAGE REQUIRED
HEREUNDER TO BE MAINTAINED BY THE BORROWER ON OR WITH RESPECT TO ANY PART OF THE
MORTGAGED PROPERTY PURSUANT TO SECTION 7.3.
(11)
Further Assurances.
The Borrower Parties shall,
and shall cause each of the CNL Entities to, promptly upon request by the
Administrative Agent or any Lender, do any acts or, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register, any and all
such further deeds, conveyances, security agreements, mortgages, assignments,
estoppel certificates, financing statements and continuations thereof,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments the Administrative Agent or such Lender, as the
case may be, may reasonably require from time to time in order (i) to carry out
more effectively the purposes of this Agreement or any other Loan Document, and
(ii) to assure, convey, grant, assign, transfer, preserve, protect and confirm
to the Administrative Agent and Lenders the rights granted or now or hereafter
intended to be granted to the Lenders under any Loan Document or under any other
document executed in connection therewith.
(12)
TAXES.
THE BORROWER PARTIES SHALL, AND SHALL
CAUSE EACH OF THE CNL ENTITIES TO, FILE ALL TAX RETURNS REQUIRED TO BE FILED IN
ANY JURISDICTION AND, IF APPLICABLE, AND EXCEPT WITH RESPECT TO TAXES SUBJECT TO
ANY GOOD FAITH CONTEST, PAY AND DISCHARGE ALL TAXES IMPOSED UPON IT OR ANY OF
ITS PROPERTIES OR IN RESPECT OF ANY OF ITS FRANCHISES, BUSINESS, INCOME OR
PROPERTY BEFORE ANY MATERIAL PENALTY SHALL BE INCURRED WITH RESPECT TO SUCH
TAXES.
(13)
OPERATION.
THE BORROWER, MORTGAGED PROPERTY
OWNERS AND OPERATING AFFILIATES SHALL, AND SHALL CAUSE EACH OPERATING
NON-AFFILIATE TO (I) PROMPTLY PERFORM AND/OR OBSERVE ALL OF THE COVENANTS AND
AGREEMENTS REQUIRED TO BE PERFORMED AND OBSERVED BY IT UNDER EACH MANAGEMENT
AGREEMENT AND