Common use of Covenants, Agreements, Representations and Warranties Clause in Contracts

Covenants, Agreements, Representations and Warranties. 9.1 Seller hereby covenants to and agrees with Purchaser as follows: 9.1.1 At all times from the date of this Agreement to the Closing, Seller shall cause to be maintained in force (i) all Permits and Bonds and (ii) casualty and liability insurance with respect to damage or injury to person or property occurring on the Property in at least such amounts as are maintained by Seller on the date of this Agreement; 9.1.2 At all times from the date of this Agreement to the Closing, Seller shall keep and perform all of the obligations to be performed by the landlord under the Tenant Leases for the improvements situated on the Land, including without limitation any maintenance of the Property to be performed by the landlord under such Tenant Leases. Seller agrees to use its best efforts from the date hereof to retain the existing tenants and to secure new tenants for the Property, at rentals and upon terms and conditions approved by Purchaser in Purchaser's reasonable judgment, but Seller shall not enter into any new or renewal leases for a term which would expire later than September 1, 2005, nor shall Seller enter into any new or renewal service, maintenance or management agreement with respect to all or any portion of the Property without Purchaser's prior written approval; 9.1.3 Seller shall obtain all such written consents and approvals as may be required in order to permit Seller to perform its obligations under this Agreement except that Purchaser shall be responsible for applying for and obtaining Lender's approval for Purchaser's assumptions of the Existing Financing; 9.1.4 Prior to the Closing, Seller shall manage and use the Property in accordance with all Applicable Laws and in substantially the same manner as it has been managed and used up to and including the date hereof, subject, however, to all relevant provisions of this Agreement;

Covenants, Agreements, Representations and Warranties. 9.1 Seller The Company hereby covenants to and agrees with Purchaser as followswith, and represents and warrants to, the Class 3 Creditors that: 9.1.1 At all times from (a) The Company is a corporation duly organized, validly existing and in good standing under the date laws of the State of Delaware, is the sole and lawful owner of the Collateral and has full right, power and authority to enter into this Agreement and to perform each and all of the Closing, Seller shall cause to be maintained in force (i) all Permits matters and Bonds things herein provided for; and (ii) casualty the execution and liability insurance with respect to damage or injury to person or property occurring on the Property in at least such amounts as are maintained by Seller on the date delivery of this Agreement;, and the observance and performance of any of the matters and things herein set forth, will not violate or contravene any provision of law or of the articles of incorporation or by-laws of the Company or of any indenture, loan agreement or other agreement of or affecting the Company or any of its properties. 9.1.2 At (b) The Collateral is and will remain in the Company's possession or control at the locations listed on Schedule A attached hereto (collectively, the "Permitted Collateral Locations "). If for any reason Collateral is at any time kept or located at locations other than the Permitted Collateral Locations, the Class 3 Creditors shall nevertheless have and retain a security interest therein. The Company owns and will at all times from the date of this Agreement own all Permitted Collateral Locations, except to the Closingextent otherwise indicated on Schedule A. The Company's chief executive office and principal place of business is at 1210▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Seller shall keep ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇d the Company has no other executive offices or places of business other than retail stores. The Company will not maintain an executive office or place of business at a location other than those specified pursuant to the immediately preceding sentence without first providing the Class 3 Creditors thirty (30) days' prior written notice of its intent to do so; provided, however, that the Company will at all times maintain its chief executive office in the contiguous continental United States of America. (c) The Collateral and perform every part thereof is and will be free and clear of all security interests, liens (including, without limitation, mechanics', laborers' and statutory liens), attachments, levies and encumbrances of every kind, nature and description and whether voluntary or involuntary, except for the security interest of the obligations Bank and the Fund therein and as otherwise provided on Schedule B hereto. The Company will warrant and defend the Collateral against any claims and demands of all persons (other than the Bank and the Fund pursuant to be performed the Senior Security Interest) at any time claiming the same or any interest in the Collateral adverse to the Class 3 Creditors. (d) The Company will promptly pay when due all taxes, assessments and governmental charges and levies upon or against the Collateral, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by the landlord under the Tenant Leases for the improvements situated appropriate proceedings which prevent foreclosure on the Land, including without limitation or other realization upon any maintenance of the Property to be performed by Collateral and the landlord under such Tenant Leases. Seller agrees to use its best efforts from Company shall have established adequate reserves therefor. (e) The Company will not waste or destroy the date hereof to retain the existing tenants and to secure new tenants for the Property, at rentals and upon terms and conditions approved by Purchaser in Purchaser's reasonable judgment, but Seller shall not enter into any new or renewal leases for a term which would expire later than September 1, 2005, nor shall Seller enter into any new or renewal service, maintenance or management agreement with respect to all Collateral or any portion part thereof and will not be negligent in the care or in the use of the Property without Purchaser's prior written approval; 9.1.3 Seller shall obtain any Collateral. The Company will not use, manufacture, sell or distribute any Collateral in violation of any statute, ordinance or other governmental requirement. The Company will perform in all such written consents and approvals as may be required in order to permit Seller to perform material respects its obligations under this Agreement except that Purchaser shall be responsible for applying for and obtaining Lender's approval for Purchaser's assumptions any contract or other agreement constituting part of the Existing Financing;Collateral, it being understood and agreed that the Class 3 Creditors have no responsibility to perform such obligations. 9.1.4 Prior (f) Subject to the Closingfollowing sentence, Seller shall manage the Company will not, without the Class 3 Creditors' prior written consent, sell, assign, mortgage, lease or otherwise dispose of the Collateral or any interest therein. The Company may, until an Event of Default has occurred and use is continuing hereunder and until otherwise notified by the Property in accordance with all Applicable Laws and in substantially the same manner as it has been managed and used up to and including the date hereofClass 3 Creditors, subjectsell obsolete, however, to all relevant provisions of this Agreement;worn out or unusable Equipment which is concurrently replaced

Covenants, Agreements, Representations and Warranties. 9.1 Seller hereby covenants to and agrees with Purchaser as follows: 9.1.1 At all times from the date of this Agreement to the Closing, Seller shall cause to be maintained in force (i) all Permits and Bonds and (ii) casualty and liability insurance with respect to damage or injury to person or property occurring on the Property in at least such amounts as are maintained by Seller on the date of this Agreement; 9.1.2 At all times from the date of this Agreement to the Closing, Seller shall keep and perform all of the obligations to be performed by the landlord under the Tenant Leases for the improvements situated on the Land, including without limitation any maintenance of the Property to be performed by the landlord under such Tenant Leases. Seller agrees to use its best efforts from the date hereof to retain the existing tenants and to secure new tenants for the Property, at rentals and upon terms and conditions approved by Purchaser in Purchaser's reasonable judgment, but Seller shall not enter into any new or renewal leases for a term which would expire later than September 1, 2005, nor shall Seller enter into any new or renewal service, maintenance or management agreement with respect to all or any portion of the Property without Purchaser's prior written approval; 9.1.3 Seller shall obtain all such written consents and approvals as may be required in order to permit Seller to perform its obligations under this Agreement except that Purchaser shall be responsible for applying for and obtaining Lender's approval for Purchaser's assumptions of the Existing Financing; 9.1.4 Prior to the Closing, Seller shall manage and use the Property in accordance with all Applicable Laws and in substantially the same manner as it has been managed and used up to and including the date hereof, subject, however, to all relevant provisions of this Agreement;