FRANCHISES AND TRADE NAMES AND PRESERVE ALL THE
REMAINDER OF ITS PROPERTY NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS
CONTEMPLATED HEREUNDER AND, SUBJECT TO BORROWERS' RIGHT TO DEMOLISH THE
IMPROVEMENTS ON THE ADJACENT PROPERTY SUBJECT TO, AND IN ACCORDANCE WITH, THE
PROVISIONS OF SECTION 3.18 HEREOF, SHALL KEEP THE PROPERTIES IN GOOD WORKING
ORDER AND REPAIR IN ALL MATERIAL RESPECTS, AND FROM TIME TO TIME MAKE, OR CAUSE
TO BE MADE, ALL REASONABLY NECESSARY REPAIRS, RENEWALS, REPLACEMENTS,
BETTERMENTS AND IMPROVEMENTS THERETO, ALL AS MORE FULLY PROVIDED IN THE
MORTGAGE.
BORROWERS SHALL KEEP THE PROPERTIES INSURED AT ALL TIMES BY
FINANCIALLY SOUND AND REPUTABLE INSURERS, TO SUCH EXTENT AND AGAINST SUCH RISKS,
AND MAINTAIN LIABILITY AND SUCH OTHER INSURANCE, AS IS MORE FULLY PROVIDED IN
THIS AGREEMENT.
BORROWERS SHALL OPERATE THE PROPERTIES IN ACCORDANCE WITH THE
TERMS AND PROVISIONS OF THE O&M AGREEMENTS IN ALL MATERIAL RESPECTS.
AFTER
PRIOR NOTICE TO LENDER, ANY BORROWER, AT ITS OWN EXPENSE, MAY CONTEST BY
APPROPRIATE LEGAL PROCEEDING PROMPTLY INITIATED AND CONDUCTED IN GOOD FAITH AND
WITH DUE DILIGENCE, THE VALIDITY OF ANY LEGAL REQUIREMENT, THE APPLICABILITY OF
ANY LEGAL REQUIREMENT TO SUCH BORROWER OR ITS PROPERTY OR ANY ALLEGED VIOLATION
OF ANY LEGAL REQUIREMENT, PROVIDED THAT (A) NO EVENT OF DEFAULT HAS OCCURRED AND
REMAINS UNCURED; (B) SUCH PROCEEDING SHALL BE PERMITTED UNDER AND BE CONDUCTED
IN ACCORDANCE WITH THE PROVISIONS OF ANY INSTRUMENT TO WHICH SUCH BORROWER IS
SUBJECT AND SHALL NOT CONSTITUTE A DEFAULT THEREUNDER AND SUCH PROCEEDING SHALL
BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE STATUTES, LAWS AND ORDINANCES;
(C) NEITHER ANY PROPERTY NOR ANY PART THEREOF OR INTEREST THEREIN WILL BE IN
IMMINENT DANGER OF BEING SOLD, FORFEITED, TERMINATED, CANCELLED OR LOST; (D)
SUCH BORROWER SHALL PROMPTLY UPON FINAL DETERMINATION THEREOF COMPLY WITH ANY
SUCH LEGAL REQUIREMENT DETERMINED TO BE VALID OR APPLICABLE OR CURE ANY
VIOLATION OF ANY LEGAL REQUIREMENT; (E) SUCH PROCEEDING SHALL SUSPEND THE
ENFORCEMENT OF THE CONTESTED LEGAL REQUIREMENT AGAINST SUCH BORROWER AND ITS
PROPERTY; AND (F) SUCH BORROWER SHALL FURNISH SUCH SECURITY AS MAY BE REQUIRED
IN THE PROCEEDING, OR AS MAY BE REASONABLY REQUESTED BY LENDER, TO INSURE
COMPLIANCE WITH SUCH LEGAL REQUIREMENT, TOGETHER WITH ALL INTEREST AND PENALTIES
PAYABLE IN CONNECTION THEREWITH.
FOLLOWING ANY NON-COMPLIANCE WITH SUCH LEGAL
REQUIREMENT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, LENDER MAY APPLY
ANY SUCH SECURITY, AS NECESSARY TO CAUSE COMPLIANCE WITH SUCH LEGAL REQUIREMENT
AT ANY TIME WHEN, IN THE REASONABLE JUDGMENT OF LENDER, THE VALIDITY,
APPLICABILITY OR VIOLATION OF SUCH LEGAL REQUIREMENT IS FINALLY ESTABLISHED OR
ANY PROPERTY (OR ANY PART THEREOF OR INTEREST THEREIN) SHALL BE IN IMMINENT
DANGER OF BEING SOLD, FORFEITED, TERMINATED, CANCELLED OR LOST.
5.1.2
TAXES AND OTHER CHARGES.
BORROWERS SHALL PAY ALL
TAXES AND OTHER CHARGES NOW OR HEREAFTER LEVIED OR ASSESSED OR IMPOSED AGAINST
THE PROPERTIES OR ANY PART THEREOF PRIOR TO THE DATE UPON WHICH ANY INTEREST OR
LATE CHARGES SHALL BEGIN TO ACCRUE THEREON; PROVIDED,
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HOWEVER, BORROWERS' OBLIGATION TO DIRECTLY PAY TAXES SHALL