PREROGATIVES OF BORROWER TO SURRENDER ANY FRANCHISE AGREEMENT OR TO TERMINATE,
CANCEL, MODIFY, CHANGE, SUPPLEMENT, ALTER OR AMEND ANY FRANCHISE AGREEMENT IN
ANY RESPECT, AND ANY SUCH SURRENDER OF ANY FRANCHISE AGREEMENT OR TERMINATION,
CANCELLATION, MODIFICATION, CHANGE, SUPPLEMENT, ALTERATION OR AMENDMENT OF ANY
FRANCHISE AGREEMENT WITHOUT THE PRIOR CONSENT OF LENDER SHALL BE VOID AND OF NO
FORCE AND EFFECT.
(C)
IF ANY FRANCHISEE SHALL DEFAULT IN THE PERFORMANCE OR OBSERVANCE
OF ANY MATERIAL TERM, COVENANT OR CONDITION OF ANY FRANCHISE AGREEMENT ON THE
PART OF THE FRANCHISEE THEREUNDER TO BE PERFORMED OR OBSERVED, THEN, WITHOUT
LIMITING THE GENERALITY OF THE OTHER PROVISIONS OF THIS AGREEMENT, AND WITHOUT
WAIVING OR RELEASING BORROWER FROM ANY OF ITS OBLIGATIONS HEREUNDER, LENDER
SHALL HAVE THE RIGHT, BUT SHALL BE UNDER NO OBLIGATION, TO PAY ANY SUMS AND TO
PERFORM ANY ACT OR TAKE ANY ACTION AS MAY BE APPROPRIATE TO CAUSE ALL THE TERMS,
COVENANTS AND CONDITIONS OF SUCH FRANCHISE AGREEMENT ON THE PART OF THE
FRANCHISEE TO BE PERFORMED OR OBSERVED TO BE PROMPTLY PERFORMED OR OBSERVED ON
BEHALF OF BORROWER, TO THE END THAT THE RIGHTS OF SAID FRANCHISEE (AND/OR
BORROWER AND/OR OPERATING LESSEE) IN, TO AND UNDER SUCH FRANCHISE AGREEMENT
SHALL BE KEPT UNIMPAIRED AND FREE FROM DEFAULT.
ANY SUCH AMOUNTS SO ADVANCED BY
LENDER TOGETHER WITH INTEREST THEREON FROM THE DATE EXPENDED BY LENDER OF THE
DEFAULT RATE SHALL BE PART OF THE DEBT AND BORROWER SHALL IMMEDIATELY REPAY SUCH
AMOUNTS TO LENDER UPON DEMAND.
PURSUANT TO THE TERMS OF THE APPLICABLE
SUBORDINATION NON-DISTURBANCE ATTORNMENT AGREEMENT, SUBORDINATION ATTORNMENT AND
SECURITY AGREEMENT AND/OR ASSIGNMENT OF MANAGEMENT AGREEMENT, LENDER AND ANY
PERSON DESIGNATED BY LENDER SHALL HAVE, AND ARE HEREBY GRANTED, THE RIGHT TO
ENTER UPON THE APPLICABLE PROPERTY AT ANY TIME AND FROM TIME TO TIME FOR THE
PURPOSE OF TAKING ANY SUCH ACTION.
IF ANY FRANCHISOR SHALL DELIVER TO LENDER A
COPY OF ANY NOTICE SENT TO BORROWER AND/OR OPERATING LESSEE OF ANY DEFAULT UNDER
ANY FRANCHISE AGREEMENT, SUCH NOTICE SHALL CONSTITUTE FULL PROTECTION TO LENDER
FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY LENDER IN GOOD FAITH, IN RELIANCE
THEREON.
(D)
BORROWER SHALL (OR SHALL CAUSE THE APPLICABLE OPERATING LESSEE TO)
EXERCISE EACH INDIVIDUAL OPTION, IF ANY, TO EXTEND OR RENEW THE TERM OF EACH
FRANCHISE AGREEMENT UPON DEMAND BY LENDER MADE AT ANY TIME WITHIN NINETY (90)
DAYS PRIOR TO THE LAST DAY UPON WHICH ANY SUCH OPTION MAY BE EXERCISED, AND
BORROWER HEREBY EXPRESSLY AUTHORIZES AND APPOINTS LENDER AS ITS ATTORNEY-IN-FACT
TO EXERCISE (OR CAUSE THE APPLICABLE OPERATING LESSEE TO EXERCISE) ANY SUCH
OPTION IN THE NAME OF AND UPON BEHALF OF BORROWER SHOULD BORROWER FAIL TO DO SO,
WHICH POWER OF ATTORNEY SHALL BE IRREVOCABLE AND SHALL BE DEEMED TO BE COUPLED
WITH AN INTEREST.
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(E)
ANY SUMS EXPENDED BY LENDER PURSUANT TO THIS SECTION SHALL BEAR
INTEREST AT THE DEFAULT RATE FROM THE DATE SUCH COST IS INCURRED TO THE DATE OF
PAYMENT TO LENDER, SHALL BE DEEMED TO CONSTITUTE