TO COMMIT ANY ACT OR OMISSION AFFORDING THE FEDERAL
GOVERNMENT OR ANY STATE OR LOCAL GOVERNMENT THE RIGHT OF FORFEITURE AGAINST THE
PROPERTY OR ANY PART THEREOF OR ANY MONIES PAID IN PERFORMANCE OF ANY BORROWER
PARTY'S OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS.
BORROWER HEREBY COVENANTS
AND AGREES NOT TO COMMIT, PERMIT OR SUFFER TO EXIST ANY ACT OR OMISSION
AFFORDING SUCH RIGHT OF FORFEITURE.
BORROWER SHALL AT ALL TIMES MAINTAIN,
PRESERVE AND PROTECT ALL FRANCHISES AND TRADE NAMES AND PRESERVE ALL THE
REMAINDER OF ITS PROPERTY USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS AND
SHALL KEEP THE PROPERTY IN GOOD WORKING ORDER AND REPAIR, AND FROM TIME TO TIME
MAKE, OR CAUSE TO BE MADE, ALL REASONABLY NECESSARY REPAIRS, RENEWALS,
REPLACEMENTS, BETTERMENTS AND IMPROVEMENTS THERETO, ALL AS MORE FULLY PROVIDED
IN THE SECURITY INSTRUMENT.
BORROWER SHALL KEEP THE PROPERTY INSURED AT ALL
TIMES BY FINANCIALLY SOUND AND REPUTABLE INSURERS, TO SUCH EXTENT AND AGAINST
SUCH RISKS, AND MAINTAIN LIABILITY AND SUCH OTHER INSURANCE, AS IS MORE FULLY
PROVIDED IN THIS AGREEMENT.
BORROWER SHALL OPERATE THE PROPERTY IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF THE O&M AGREEMENT IN ALL MATERIAL RESPECTS.
(B)
AFTER PRIOR NOTICE TO LENDER, BORROWER, AT ITS OWN EXPENSE, MAY
CONTEST BY APPROPRIATE LEGAL PROCEEDING PROMPTLY INITIATED AND CONDUCTED IN GOOD
FAITH AND WITH DUE DILIGENCE, THE VALIDITY OF ANY LEGAL REQUIREMENT, THE
APPLICABILITY OF ANY LEGAL REQUIREMENT TO BORROWER OR THE PROPERTY OR ANY
ALLEGED VIOLATION OF ANY LEGAL REQUIREMENT, PROVIDED THAT (I) NO DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND REMAINS UNCURED; (II) BORROWER IS PERMITTED TO
DO SO UNDER THE PROVISIONS OF ANY MORTGAGE OR DEED OF TRUST SUPERIOR IN LIEN TO
THE SECURITY INSTRUMENT; (III) SUCH PROCEEDING SHALL BE PERMITTED UNDER AND BE
CONDUCTED IN ACCORDANCE WITH THE PROVISIONS OF ANY INSTRUMENT TO WHICH BORROWER
IS SUBJECT AND SHALL NOT CONSTITUTE A DEFAULT THEREUNDER AND SUCH PROCEEDING
SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE STATUTES, LAWS AND
ORDINANCES; (IV) NEITHER THE PROPERTY NOR ANY PART THEREOF OR INTEREST THEREIN
WILL BE IN DANGER OF BEING SOLD, FORFEITED, TERMINATED, CANCELLED OR LOST;
(V) BORROWER SHALL PROMPTLY UPON FINAL DETERMINATION THEREOF COMPLY WITH ANY
SUCH LEGAL REQUIREMENT DETERMINED TO BE VALID OR APPLICABLE OR CURE ANY
VIOLATION OF ANY LEGAL REQUIREMENT; (VI) SUCH PROCEEDING SHALL SUSPEND THE
ENFORCEMENT OF THE CONTESTED LEGAL REQUIREMENT AGAINST BORROWER AND THE
PROPERTY; AND (VII) BORROWER SHALL FURNISH SUCH SECURITY AS MAY BE REQUIRED IN
THE PROCEEDING, OR AS MAY BE REASONABLY REQUESTED BY LENDER, TO INSURE
COMPLIANCE WITH SUCH LEGAL REQUIREMENT, TOGETHER WITH ALL INTEREST AND PENALTIES
PAYABLE IN CONNECTION THEREWITH.
LENDER MAY APPLY ANY SUCH SECURITY, AS
NECESSARY TO CAUSE COMPLIANCE WITH SUCH LEGAL REQUIREMENT AT ANY TIME WHEN, IN
THE REASONABLE JUDGMENT OF LENDER, THE VALIDITY, APPLICABILITY OR VIOLATION OF
SUCH LEGAL REQUIREMENT IS FINALLY ESTABLISHED OR THE PROPERTY (OR ANY PART
THEREOF OR INTEREST THEREIN) SHALL BE IN DANGER OF BEING SOLD, FORFEITED,
TERMINATED, CANCELLED OR LOST.
113
5.1.2.