THE AMOUNT OR VALIDITY OR APPLICATION OF ANY TAXES OR OTHER CHARGES,
PROVIDED THAT (I) NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, (II) SUCH
PROCEEDING SHALL SUSPEND THE COLLECTION OF THE TAXES OR SUCH OTHER CHARGES,
(III) SUCH PROCEEDING SHALL BE PERMITTED UNDER AND BE CONDUCTED IN ACCORDANCE
WITH THE PROVISIONS OF ANY OTHER INSTRUMENT TO WHICH BORROWER IS SUBJECT AND
SHALL NOT CONSTITUTE A DEFAULT THEREUNDER, (IV) NO PART OF OR INTEREST IN THE
PROPERTY WILL
48
BE IN IMMINENT DANGER OF BEING SOLD, FORFEITED, TERMINATED, CANCELED OR LOST,
(V) BORROWER SHALL HAVE FURNISHED SUCH SECURITY AS MAY BE REQUIRED IN THE
PROCEEDING, OR AS MAY BE REQUESTED BY LENDER, TO INSURE THE PAYMENT OF ANY SUCH
TAXES OR OTHER CHARGES, TOGETHER WITH ALL INTEREST AND PENALTIES THEREON, WHICH
SHALL NOT BE LESS THAN ONE HUNDRED TWENTY-FIVE PERCENT (125%) OF THE TAXES AND
OTHER CHARGES BEING CONTESTED (LESS AMOUNTS THEN BEING RETAINED IN THE TAXES AND
INSURANCE SUBACCOUNT TO PAY SUCH TAXES SO CONTESTED), AND (VI) BORROWER SHALL
PROMPTLY UPON FINAL DETERMINATION THEREOF PAY THE AMOUNT OF SUCH TAXES OR OTHER
CHARGES, TOGETHER WITH ALL COSTS, INTEREST AND PENALTIES AND BORROWER SHALL BE
PERMITTED TO USE SUCH SECURITY TO MAKE SUCH PAYMENT.
LENDER MAY, WITH THE PRIOR
APPROVAL OF BORROWER (NOT TO BE UNREASONABLY WITHHELD), PAY OVER ANY SUCH
SECURITY OR PART THEREOF HELD BY LENDER TO THE CLAIMANT ENTITLED THERETO AT ANY
TIME WHEN, IN THE JUDGMENT OF LENDER, THE ENTITLEMENT OF SUCH CLAIMANT IS
ESTABLISHED.
PROVIDED NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, UPON DELIVERY OF EVIDENCE REASONABLY SATISFACTORY TO LENDER THAT
SUCH TAXES OR OTHER CHARGES HAVE BEEN PAID IN FULL OR ARE OTHERWISE NO LONGER
DUE AND PAYABLE, ANY UNUSED PORTION OF ANY SECURITY DEPOSITED WITH LENDER
PURSUANT TO THIS SECTION 5.2 SHALL PROMPTLY BE RELEASED TO BORROWER.
5.3
ACCESS TO PROPERTY.
BORROWER SHALL PERMIT
AGENTS, REPRESENTATIVES, CONSULTANTS AND EMPLOYEES OF LENDER TO INSPECT THE
PROPERTY OR ANY PART THEREOF AT REASONABLE HOURS UPON REASONABLE ADVANCE NOTICE
SUBJECT TO THE RIGHTS OF TENANTS OF THE PROPERTY UNDER THEIR RESPECTIVE LEASES.
5.4
REPAIRS; MAINTENANCE AND COMPLIANCE;
ALTERATIONS.
5.4.1
REPAIRS; MAINTENANCE AND COMPLIANCE.
BORROWER SHALL
AT ALL TIMES MAINTAIN, PRESERVE AND PROTECT ALL FRANCHISES AND TRADE NAMES, AND
BORROWER SHALL CAUSE THE PROPERTY TO BE MAINTAINED IN A GOOD AND SAFE CONDITION
AND REPAIR AND SHALL NOT REMOVE, DEMOLISH OR ALTER THE IMPROVEMENTS OR EQUIPMENT
(EXCEPT FOR ALTERATIONS PERFORMED IN ACCORDANCE WITH SECTION 5.4.2 AND NORMAL
REPLACEMENT OF EQUIPMENT WITH EQUIPMENT OF EQUIVALENT VALUE AND FUNCTIONALITY OR
REMOVAL OF EQUIPMENT THAT IS NOT MATERIAL TO THE OPERATION OR VALUE OF THE
PROPERTY AS AN OFFICE BUILDING).
BORROWER SHALL PROMPTLY COMPLY WITH ALL LEGAL
REQUIREMENTS AND IMMEDIATELY CURE PROPERLY ANY VIOLATION OF A LEGAL
REQUIREMENT.
BORROWER SHALL NOTIFY LENDER IN WRITING WITHIN THREE BUSINESS DAYS
AFTER BORROWER FIRST RECEIVES NOTICE OF ANY SUCH NON-COMPLIANCE.
BORROWER SHALL
PROMPTLY REPAIR, REPLACE OR REBUILD ANY PART OF THE PROPERTY THAT BECOMES
DAMAGED, WORN