THE RIGHTS OF THE MORTGAGE LENDER, BORROWER SHALL NOT
CAUSE OR PERMIT MORTGAGE BORROWER OR ANY OPERATING LESSEE TO, WITHOUT THE PRIOR
CONSENT OF THE LENDER, SURRENDER ANY FRANCHISE AGREEMENT OR TERMINATE OR CANCEL
ANY FRANCHISE AGREEMENT OR MODIFY, CHANGE, SUPPLEMENT, ALTER OR AMEND ANY
FRANCHISE AGREEMENT, IN ANY RESPECT, EITHER ORALLY OR IN WRITING.
(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 AND SUBJECT
TO THE RIGHTS OF THE MORTGAGE LENDER, 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 MORTGAGE BORROWER, TO THE END
THAT THE RIGHTS OF SAID FRANCHISEE (AND/OR MORTGAGE 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 AT 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 AND ATTORNMENT AGREEMENT
AND/OR SUBORDINATION OF MANAGEMENT AGREEMENT/ESTOPPEL, LENDER AND
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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 MORTGAGE BORROWER, 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)
SUBJECT TO THE RIGHTS OF THE MORTGAGE LENDER, BORROWER SHALL CAUSE
THE MORTGAGE BORROWER OR 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 MORTGAGE BORROWER SHOULD BORROWER FAIL TO CAUSE THE
MORTGAGE BORROWER TO DO SO, WHICH POWER OF ATTORNEY SHALL BE IRREVOCABLE AND
SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST.
(E)
ANY SUMS EXPENDED BY LENDER PURSUANT TO THIS SECTION SHALL BEAR
INTEREST