OR A DEFAULT UNDER ANY OTHER MATERIAL CONTRACT,
INSTRUMENT OR AGREEMENT TO WHICH IT IS A PARTY OR BY OR TO WHICH IT OR ANY OF
ITS PROPERTIES OR ASSETS MAY BE BOUND OR SUBJECT; OR (B) ANY SUCH PROCEEDINGS
THAT ARE THREATENED AGAINST IT, WHICH, IF ADVERSELY DETERMINED, COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; OR (C) ANY ACTIONS, PROCEEDINGS
OR NOTICES ADVERSELY AFFECTING THE PROPERTY (OR ANY PORTION THEREOF) OR LENDER'S
INTEREST THEREIN OR ANY ZONING, BUILDING OR OTHER MUNICIPAL OFFICERS, OFFICES OR
DEPARTMENTS HAVING JURISDICTION WITH RESPECT TO THE PROPERTY OR THE LEASING OF
IT.
18
5.15
SIGNAGE.
BORROWER SHALL NOT SELL, LEASE OR ASSIGN
THE RIGHT TO ANY SIGNAGE ON OR ABOUT THE PROPERTY WITHOUT THE PRIOR WRITTEN
CONSENT OF LENDER, OTHER THAN RIGHTS OF TENANTS PURSUANT TO EXISTING LEASES.
5.16
MAINTENANCE OF PROPERTY.
BORROWER SHALL MAINTAIN
AND PRESERVE ALL RIGHTS AND FRANCHISES MATERIAL TO ITS BUSINESS AT THE PROPERTY.
5.17
IMPOUND ACCOUNT.
(A)
BORROWER SHALL AT ALL TIMES MAINTAIN AND
MAKE DEPOSITS INTO THE TAXES AND INSURANCE DEPOSIT ACCOUNT AS FOLLOWS:
COMMENCING ON THE FIRST DAY OF THE MONTH IN WHICH BORROWER IS REQUIRED TO MAKE
ITS FIRST INTEREST PAYMENT UNDER THE NOTE (THE "FIRST PAYMENT DATE"),
(I) BORROWER SHALL DEPOSIT INTO THE TAXES AND INSURANCE DEPOSIT ACCOUNT AN
AMOUNT EQUAL TO THE PRODUCT OF ONE-TWELFTH (1/12TH) OF THE YEARLY REAL ESTATE
TAXES AND ASSESSMENTS WHICH MAY BE LEVIED ON THE PROPERTY (LESS ANY SUCH AMOUNTS
AS ARE PAYABLE BY TENANTS UNDER LEASES OF THE PROPERTY), MULTIPLIED BY THE
NUMBER OF MONTHS WHICH HAVE ELAPSED SINCE THE END OF THE PRIOR FISCAL TAX YEAR
AND THE FIRST PAYMENT DATE (BORROWER SHALL RECEIVE A CREDIT FOR THE INITIAL
DEPOSIT), AND (II) THEREAFTER, ON THE FIRST DAY OF THE MONTH THEREAFTER UNTIL
THE MATURITY DATE, BORROWER SHALL DEPOSIT OR CAUSE TO BE DEPOSITED INTO THE
TAXES AND INSURANCE DEPOSIT ACCOUNT AN AMOUNT EQUAL TO ONE-TWELFTH (1/12TH) OF
THE YEARLY REAL ESTATE TAXES AND ASSESSMENTS WHICH MAY BE LEVIED ON THE PROPERTY
AND THE YEARLY PREMIUMS FOR ALL INSURANCE REQUIRED TO BE MAINTAINED BY
BORROWER.
IN CONNECTION WITH THE FOREGOING, BORROWER SHALL BE RESPONSIBLE FOR
ENSURING LENDER'S RECEIPT, AT LEAST THIRTY (30) DAYS PRIOR TO THE RESPECTIVE DUE
DATE FOR PAYMENT, OF ALL BILLS, INVOICES AND STATEMENTS FOR ALL REAL ESTATE
TAXES AND ASSESSMENTS AND INSURANCE PREMIUMS TO BE PAID.
IN ITS SOLE
DISCRETION, LENDER MAY RETAIN A THIRD PARTY TAX LIEN SERVICE TO OBTAIN TAX
CERTIFICATES AND OTHER EVIDENCE OR ESTIMATES OF TAX DUE OR TO BECOME DUE AND
BORROWER SHALL PROMPTLY REIMBURSE LENDER FOR THE COST OF SUCH SERVICE.
ANY
UNPAID REIMBURSEMENTS FOR ANY TAX LIEN SERVICE WILL BE ADDED TO THE NOTE.
(B)
LENDER SHALL WITHDRAW, AND BORROWER HEREBY
AUTHORIZES LENDER TO WITHDRAW, FUNDS FROM THE TAXES AND INSURANCE DEPOSIT
ACCOUNT FROM TIME TO TIME IN ORDER TO COVER THE PAYMENTS OF REAL ESTATE TAXES
AND ASSESSMENTS AND INSURANCE PREMIUMS AS THE SAME BECOME DUE AND PAYABLE.
5.18
RESERVE ACCOUNT.
COMMENCING