LEGAL REQUIREMENT OR INSURANCE REQUIREMENT, SO LONG
AS BORROWER IS IN GOOD FAITH, AND BY PROPER LEGAL PROCEEDINGS, WHERE
APPROPRIATE, DILIGENTLY CONTESTING THE VALIDITY, AMOUNT OR APPLICATION THEREOF,
PROVIDED
THAT IN EACH CASE, AT THE TIME OF THE COMMENCEMENT OF ANY SUCH ACTION
OR PROCEEDING, AND DURING THE PENDENCY OF SUCH ACTION OR PROCEEDING (A) NO EVENT
OF DEFAULT SHALL EXIST AND BE CONTINUING HEREUNDER, (B) BORROWER SHALL KEEP
ADMINISTRATIVE AGENT INFORMED OF THE STATUS OF SUCH CONTEST AT REASONABLE
INTERVALS, (C) IF BORROWER IS NOT PROVIDING SECURITY AS PROVIDED IN CLAUSE (F)
BELOW, ADEQUATE RESERVES WITH RESPECT THERETO ARE MAINTAINED ON BORROWER'S BOOKS
IN ACCORDANCE WITH GAAP OR IN THE TAX RESERVE ACCOUNT OR INSURANCE RESERVE
ACCOUNT, AS APPLICABLE, (D) SUCH CONTEST OPERATES TO SUSPEND COLLECTION OR
ENFORCEMENT, AS THE CASE MAY BE, OF THE CONTESTED IMPOSITION, LIEN OR LEGAL
REQUIREMENT, AND SUCH CONTEST IS MAINTAINED AND PROSECUTED CONTINUOUSLY AND WITH
DILIGENCE, (E) IN THE CASE OF ANY INSURANCE REQUIREMENT, THE FAILURE OF BORROWER
TO COMPLY THEREWITH SHALL NOT IMPAIR THE VALIDITY OF ANY INSURANCE REQUIRED TO
BE MAINTAINED BY BORROWER UNDER SECTION 7.1 OR THE RIGHT TO FULL PAYMENT OF ANY
CLAIMS THEREUNDER, AND (F) IN THE CASE OF IMPOSITIONS AND LIENS WHICH ARE NOT
BONDED IN EXCESS OF $1,000,000.00 (THE "CONTEST THRESHOLD") INDIVIDUALLY OR IN
THE AGGREGATE, DURING SUCH CONTEST, BORROWER SHALL DEPOSIT WITH OR DELIVER TO
ADMINISTRATIVE AGENT EITHER CASH OR CASH EQUIVALENTS OR A LETTER OR LETTERS OF
CREDIT IN AN AMOUNT EQUAL TO THE EXCESS OF ONE HUNDRED TEN PERCENT (110%) OF (I)
THE AMOUNT OF BORROWER'S OBLIGATIONS BEING CONTESTED PLUS
(II) ANY ADDITIONAL
INTEREST, CHARGE, OR PENALTY ARISING FROM SUCH CONTEST, OVER THE CONTEST
THRESHOLD, OR
51
provision reasonably satisfactory to Administrative Agent for the protection of
Administrative Agent's interest in the Property is otherwise made.
Notwithstanding the foregoing, the creation of any such reserves or the
furnishing of other security, Borrower promptly shall comply with any contested
Legal Requirement or Insurance Requirement or shall pay any contested Imposition
or Lien, and compliance therewith or payment thereof shall not be deferred, if,
at any time the Property or any portion thereof shall be, in Administrative
Agent's reasonable judgment, in imminent danger of being forfeited or lost or
Administrative Agent is likely to be subject to civil or criminal damages as a
result thereof.
If such action or proceeding is terminated or discontinued
adversely to Borrower, Borrower shall deliver to Administrative Agent reasonable
evidence of Borrower's compliance with such contested Imposition, Lien, Legal
Requirements or Insurance Requirements, as the case may be.
(D)
BORROWER AGREES TO USE COMMERCIALLY REASONABLE EFFORT TO CURE,
OR WHERE APPLICABLE TO CAUSE THE RELATED TENANT TO CURE, ALL DEPARTMENT
VIOLATIONS REFLECTED ON SCHEDULE VI ATTACHED HERETO.
SECTION 4.3
MAINTENANCE AND USE OF PROPERTY.
BORROWER SHALL CAUSE
THE PROPERTY TO BE MAINTAINED IN A GOOD CONDITION AND REPAIR IN ALL MATERIAL
RESPECTS IN ACCORDANCE WITH REASONABLE MARKET PRACTICE FOR A PROPERTY OF ITS
NATURE, SUBJECT TO ORDINARY WEAR AND