IN DANGER OF BEING SOLD,
FORFEITED, TERMINATED, CANCELLED OR LOST, OR THERE SHALL BE ANY DANGER OF THE
LIEN OF ANY MORTGAGE BEING PRIMED BY ANY OTHER LIEN, IN EACH CASE, AS DETERMINED
BY LENDER IN ITS REASONABLE DISCRETION.
5.1.3
LITIGATION.
BORROWER SHALL GIVE PROMPT WRITTEN NOTICE TO LENDER OF
ANY LITIGATION OR GOVERNMENTAL PROCEEDINGS PENDING OR THREATENED AGAINST
BORROWER, GUARANTOR OR INDEMNITOR WHICH MIGHT MATERIALLY ADVERSELY AFFECT SUCH
PARTY'S CONDITION (FINANCIAL OR OTHERWISE) OR BUSINESS OR ANY INDIVIDUAL
PROPERTY.
5.1.4
ACCESS TO PROPERTIES.
BORROWER SHALL PERMIT AGENTS,
REPRESENTATIVES AND EMPLOYEES OF LENDER TO INSPECT THE PROPERTIES OR ANY PART
THEREOF AT REASONABLE HOURS UPON REASONABLE ADVANCE NOTICE, SUBJECT TO THE
RIGHTS OF MANAGER UNDER THE MANAGEMENT AGREEMENT.
5.1.5
NOTICE OF DEFAULT.
BORROWER SHALL PROMPTLY ADVISE LENDER OF ANY
MATERIAL ADVERSE CHANGE IN BORROWER'S CONDITION, FINANCIAL OR OTHERWISE, OR OF
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT OF WHICH BORROWER HAS
KNOWLEDGE.
5.1.6
COOPERATE IN LEGAL PROCEEDINGS.
BORROWER SHALL COOPERATE FULLY
WITH LENDER WITH RESPECT TO ANY PROCEEDINGS BEFORE ANY COURT, BOARD OR OTHER
GOVERNMENTAL AUTHORITY WHICH MAY IN ANY WAY AFFECT THE RIGHTS OF LENDER
HEREUNDER OR ANY RIGHTS OBTAINED BY LENDER UNDER ANY OF THE OTHER LOAN DOCUMENTS
AND, IN CONNECTION THEREWITH, PERMIT LENDER, AT ITS ELECTION, TO PARTICIPATE IN
ANY SUCH PROCEEDINGS.
5.1.7
PERFORM LOAN DOCUMENTS.
BORROWER SHALL OBSERVE, PERFORM AND
SATISFY ALL THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS OF, AND SHALL PAY
WHEN DUE ALL COSTS, FEES AND EXPENSES TO THE EXTENT REQUIRED UNDER THE LOAN
DOCUMENTS EXECUTED AND DELIVERED BY, OR APPLICABLE TO, BORROWER.
5.1.8
INSURANCE BENEFITS.
BORROWER SHALL COOPERATE WITH LENDER IN
OBTAINING FOR LENDER THE BENEFITS OF ANY AWARDS OR INSURANCE PROCEEDS LAWFULLY
OR EQUITABLY PAYABLE IN
60
CONNECTION WITH ANY INDIVIDUAL PROPERTY, AND LENDER SHALL BE REIMBURSED FOR ANY
EXPENSES INCURRED IN CONNECTION THEREWITH (INCLUDING REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS, AND THE PAYMENT BY BORROWER OF THE EXPENSE OF AN APPRAISAL ON
BEHALF OF LENDER IN CASE OF CASUALTY OR CONDEMNATION AFFECTING ANY INDIVIDUAL
PROPERTY OR ANY PART THEREOF) OUT OF SUCH INSURANCE PROCEEDS.
5.1.9
FURTHER ASSURANCES.
BORROWER SHALL, AT BORROWER'S SOLE COST AND
EXPENSE:
(A)
FURNISH TO LENDER ALL INSTRUMENTS, DOCUMENTS, BOUNDARY SURVEYS,
FOOTING OR FOUNDATION SURVEYS, CERTIFICATES, PLANS AND SPECIFICATIONS,
APPRAISALS, TITLE AND OTHER INSURANCE REPORTS AND AGREEMENTS, AND EACH AND EVERY
OTHER DOCUMENT, CERTIFICATE, AGREEMENT AND INSTRUMENT REQUIRED TO BE FURNISHED
BY BORROWER PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS OR REASONABLY REQUESTED
BY LENDER IN CONNECTION THEREWITH;
(B)
EXECUTE AND DELIVER TO LENDER SUCH DOCUMENTS, INSTRUMENTS,
CERTIFICATES, ASSIGNMENTS AND OTHER WRITINGS, AND DO SUCH OTHER ACTS NECESSARY
OR DESIRABLE, TO EVIDENCE, PRESERVE AND/OR PROTECT THE COLLATERAL AT ANY TIME
SECURING OR INTENDED TO SECURE THE OBLIGATIONS OF BORROWER UNDER THE LOAN
DOCUMENTS, AS LENDER MAY REASONABLY REQUIRE; INCLUDING, WITHOUT LIMITATION, THE
EXECUTION AND DELIVERY OF ALL SUCH WRITINGS NECESSARY TO TRANSFER ANY LIQUOR
LICENSES WITH RESPECT TO ANY INDIVIDUAL PROPERTY INTO THE NAME OF LENDER OR ITS
DESIGNEE AFTER THE OCCURRENCE OF AN EVENT