COLLATERAL AT REASONABLE HOURS UPON REASONABLE NOTICE,
EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED OR OTHERWISE LIMITED IN THE LEASES.
7.8
LOAN DOCUMENTS.
THE BORROWER SHALL, AND SHALL CAUSE EACH OTHER
MARC ENTITY THAT IS PARTY TO A LOAN DOCUMENT TO, OBSERVE, PERFORM AND SATISFY
ALL THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS TO BE PERFORMED BY IT UNDER,
AND TO PAY WHEN DUE ALL COSTS, FEES AND EXPENSES, AND OTHER OBLIGATIONS OF SUCH
MARC ENTITY TO THE EXTENT REQUIRED UNDER, THE LOAN DOCUMENTS.
7.9
FURTHER ASSURANCES.
THE BORROWER SHALL AND SHALL CAUSE THE MARC
ENTITIES TO EXECUTE AND DELIVER TO THE FIRST UNION LENDER SUCH DOCUMENTS,
INSTRUMENTS, CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO SUCH OTHER
ACTS, NECESSARY OR DESIRABLE IN THE REASONABLE JUDGMENT OF THE FIRST UNION
LENDER, TO EVIDENCE, PRESERVE AND/OR PROTECT THE COLLATERAL AT ANY TIME SECURING
OR INTENDED TO SECURE THE OBLIGATIONS AND DO AND EXECUTE ALL AND SUCH FURTHER
LAWFUL ACTS, CONVEYANCES AND ASSURANCES AS THE FIRST UNION LENDER MAY REASONABLY
REQUIRE FOR
A-23
THE BETTER AND MORE EFFECTIVE CARRYING OUT OF THE INTENTS AND PURPOSES OF THIS
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.
7.10
BOOKS AND RECORDS.
THE BORROWER SHALL, AND SHALL CAUSE THE
PROPERTY OWNER TO, KEEP AND MAINTAIN IN ACCORDANCE WITH AN ACCOUNTING BASIS
REASONABLY ACCEPTABLE TO THE FIRST UNION LENDER, PROPER AND ACCURATE BOOKS,
RECORDS AND ACCOUNTS REFLECTING ALL OF THE FINANCIAL AFFAIRS OF SUCH PERSON AND
ALL ITEMS OF INCOME AND EXPENSE IN CONNECTION WITH THEIR RESPECTIVE BUSINESS AND
OPERATIONS AND IN CONNECTION WITH ANY SERVICES, EQUIPMENT OR FURNISHINGS
PROVIDED IN CONNECTION WITH THE OPERATION OF THE BUSINESS OF SUCH PERSON,
WHETHER SUCH INCOME OR EXPENSE IS REALIZED THEREBY OR BY ANY OTHER PERSON.
7.11
BUSINESS AND OPERATIONS.
THE BORROWER AND THE PROPERTY OWNER SHALL
(I) CONTINUE TO ENGAGE IN THE TYPE OF BUSINESSES PRESENTLY CONDUCTED BY THEM AS
OF THE LOAN ADVANCE DATE, AS AND TO THE EXTENT THE SAME ARE NECESSARY FOR THE
OWNERSHIP OF, AND PRESERVATION OF THE VALUE AND UTILITY OF, THE COLLATERAL AND
THE PROPERTY, SUBJECT IN ALL EVENTS TO COMPLIANCE WITH SECTIONS 3.1.17 AND 8.18
HEREOF, AND, AND (II) BE QUALIFIED TO DO BUSINESS AND IN GOOD STANDING UNDER THE
LAWS OF EACH JURISDICTION, AND OTHERWISE TO COMPLY WITH ALL LEGAL REQUIREMENTS,
AS AND TO THE EXTENT THE SAME ARE REQUIRED FOR THE OWNERSHIP, MAINTENANCE,
MANAGEMENT AND OPERATION OF THE ASSETS OF SUCH PERSON EXCEPT WHERE THE FAILURE
TO BE SO QUALIFIED COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
7.12
TITLE.
THE BORROWER SHALL AND SHALL CAUSE THE PROPERTY OWNER TO
WARRANT AND DEFEND (X) THE TITLE TO EACH ITEM OF COLLATERAL OWNED BY SUCH PERSON
AND EVERY PART THEREOF, SUBJECT ONLY TO THE LIENS (IF ANY) PERMITTED HEREUNDER,
(Y) THE VALIDITY AND PRIORITY OF THE LIENS AND SECURITY INTERESTS HELD BY THE
FIRST UNION LENDER PURSUANT TO THE SECURITY DOCUMENTS, IN EACH CASE AGAINST THE
CLAIMS OF ALL PERSONS WHOMSOEVER, AND (Z) THE TITLE TO AND IN THE