AT THE DEFAULT RATE FROM THE DATE SUCH COST IS INCURRED TO THE DATE OF
PAYMENT TO LENDER, SHALL BE DEEMED TO CONSTITUTE A PORTION OF THE DEBT , SHALL
BE SECURED BY THE LIEN OF THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
SHALL BE IMMEDIATELY DUE AND PAYABLE UPON DEMAND BY LENDER THEREFOR.
(F)
BORROWER SHALL (OR SHALL CAUSE MORTGAGE BORROWER TO), PROMPTLY
UPON REQUEST OF LENDER, USE ITS DILIGENT BEST EFFORTS TO OBTAIN AND DELIVER (OR
CAUSE TO BE DELIVERED) AN ESTOPPEL CERTIFICATE FROM EACH FRANCHISOR STATING THAT
(I) EACH APPLICABLE FRANCHISE AGREEMENT IS IN FULL FORCE AND EFFECT AND HAS NOT
BEEN MODIFIED, AMENDED OR ASSIGNED, (II) NEITHER SUCH FRANCHISOR NOR THE
FRANCHISEE NAMED THEREUNDER IS IN DEFAULT UNDER ANY OF THE TERMS, COVENANTS OR
PROVISIONS OF EACH APPLICABLE FRANCHISE AGREEMENT AND SUCH FRANCHISOR KNOWS OF
NO EVENT WHICH, BUT FOR THE PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH,
WOULD CONSTITUTE AN EVENT OF DEFAULT UNDER EACH APPLICABLE FRANCHISE AGREEMENT,
(III) NEITHER SUCH FRANCHISOR NOR THE FRANCHISEE THEREUNDER HAS COMMENCED ANY
ACTION OR GIVEN OR RECEIVED ANY NOTICE FOR THE PURPOSE OF TERMINATING ANY
APPLICABLE FRANCHISE AGREEMENT AND (IV) ALL SUMS DUE AND PAYABLE TO SUCH
FRANCHISOR UNDER EACH APPLICABLE FRANCHISE AGREEMENT HAVE BEEN PAID IN FULL.
(G)
UPON THE TERMINATION OF ANY FRANCHISE AGREEMENT, BORROWER SHALL
(OR SHALL CAUSE MORTGAGE BORROWER OR OPERATING LESSEE TO) PROMPTLY ENTER INTO A
NEW FRANCHISE AGREEMENT WITH A REPLACEMENT FRANCHISOR, WHICH SHALL DELIVER A
COMFORT OR SIMILAR LETTER TO AND IN FAVOR OF LENDER, ALL UPON TERMS AND
CONDITIONS ACCEPTABLE TO LENDER IN ITS DISCRETION.
Section 5.23.
GROUND LEASE
(A)
WITH RESPECT TO EACH GROUND LEASE, BORROWER SHALL CAUSE MORTGAGE
BORROWER TO (I) SUBJECT TO SECTION 9.10, PAY ALL RENTS, ADDITIONAL RENTS AND
OTHER SUMS REQUIRED TO BE PAID BY MORTGAGE BORROWER, AS TENANT UNDER AND
PURSUANT TO THE PROVISIONS OF THE GROUND LEASE, (II) DILIGENTLY PERFORM AND
OBSERVE ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE GROUND LEASE ON THE
PART OF MORTGAGE BORROWER, AS TENANT THEREUNDER, (III) PROMPTLY NOTIFY LENDER OF
THE GIVING OF ANY NOTICE BY THE LANDLORD UNDER THE GROUND LEASE TO MORTGAGE
BORROWER OF ANY DEFAULT BY
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MORTGAGE BORROWER, AS TENANT THEREUNDER, AND DELIVER TO LENDER A TRUE COPY OF
EACH SUCH NOTICE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT AND (IV) PROMPTLY
NOTIFY LENDER OF ANY BANKRUPTCY, REORGANIZATION OR INSOLVENCY OF THE LANDLORD
UNDER THE GROUND LEASE OR OF ANY NOTICE THEREOF, AND DELIVER TO LENDER A TRUE
COPY OF SUCH NOTICE WITHIN FIVE (5) BUSINESS DAYS OF MORTGAGE BORROWER'S
RECEIPT.
MORTGAGE BORROWER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, SURRENDER THE LEASEHOLD ESTATE CREATED BY THE GROUND LEASE OR TERMINATE
OR CANCEL THE GROUND LEASE OR MODIFY, CHANGE, SUPPLEMENT, ALTER OR AMEND THE
GROUND LEASE, EITHER ORALLY OR IN WRITING, AND IF MORTGAGE BORROWER SHALL
DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY TERM, COVENANT OR CONDITION OF
THE GROUND LEASE ON THE