have a cost in excess of the Alteration Threshold.
If
the total unpaid amounts incurred and to be incurred with respect to such
alterations to the Improvements shall at any time exceed the Alteration
Threshold, Borrower shall promptly deliver to Lender as security for the payment
of such amounts and as additional security for Borrower's obligations under the
Loan Documents any of the following: (i) cash, (ii) direct non-callable
obligations of the United States of America or other obligations which are
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, to the extent acceptable to the applicable Rating Agencies,
(iii) other securities acceptable to Lender and the Rating Agencies, (iv) Letter
of Credit acceptable to Lender and the Rating Agencies or (v) a completion bond,
provided that such completion bond is acceptable to the Lender and the Rating
Agencies.
Such security shall be in an amount equal to the excess of the total
unpaid amounts incurred and to be incurred with respect to such alterations to
the Improvements over the Alteration Threshold.
Section 5.22.
FRANCHISE AGREEMENTS.
(A)
EACH PROPERTY (OTHER THAN ANY PROPERTY FOR WHICH WITH LENDER'S
CONSENT THERE IS NO FRANCHISE AGREEMENT IN PLACE) SHALL BE OPERATED UNDER THE
TERMS AND CONDITIONS OF THE APPLICABLE FRANCHISE AGREEMENT.
BORROWER SHALL OR
SHALL CAUSE THE APPLICABLE OPERATING LESSEE TO (I) PAY ALL SUMS REQUIRED TO BE
PAID BY THE FRANCHISEE UNDER EACH FRANCHISE AGREEMENT, (II) DILIGENTLY PERFORM,
OBSERVE AND ENFORCE ALL OF THE TERMS, COVENANTS AND CONDITIONS OF EACH FRANCHISE
AGREEMENT ON THE PART OF THE FRANCHISEE THEREUNDER TO BE PERFORMED, OBSERVED AND
ENFORCED TO THE END THAT ALL THINGS SHALL BE DONE WHICH ARE NECESSARY TO KEEP
UNIMPAIRED THE RIGHTS OF SAID FRANCHISEE UNDER EACH FRANCHISE AGREEMENT, (III)
PROMPTLY NOTIFY LENDER OF THE GIVING OF ANY NOTICE TO BORROWER AND/OR OPERATING
LESSEE OF ANY DEFAULT BY THE FRANCHISEE IN THE PERFORMANCE OR OBSERVANCE OF ANY
OF THE TERMS, COVENANTS OR CONDITIONS OF ANY FRANCHISE
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AGREEMENT ON THE PART OF THE FRANCHISEE THEREUNDER TO BE PERFORMED AND OBSERVED
AND DELIVER TO LENDER A TRUE COPY OF EACH SUCH NOTICE, AND (IV) PROMPTLY DELIVER
TO LENDER A COPY OF EACH FINANCIAL STATEMENT, BUSINESS PLAN, CAPITAL EXPENDITURE
PLAN, NOTICE OF A DEFAULT UNDER THE FRANCHISE AGREEMENT, REPORT REGARDING
OPERATIONS AT THE RELATED PROPERTY, ESTIMATES OF ANY MONETARY NATURE AND ANY
OTHER ITEMS REASONABLY REQUESTED BY LENDER, IN EACH CASE RECEIVED BY BORROWER OR
AFFILIATED LESSEE UNDER ANY FRANCHISE AGREEMENT.
(B)
BORROWER SHALL NOT (AND SHALL NOT CAUSE OR PERMIT 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, AND BORROWER HEREBY ASSIGNS TO LENDER AS FURTHER SECURITY
FOR THE PAYMENT OF THE DEBT AND FOR THE PERFORMANCE AND OBSERVANCE OF THE TERMS,
COVENANTS AND CONDITIONS OF THIS AGREEMENT, ANY AND ALL RIGHTS, PRIVILEGES AND