A PORTION OF THE DEBT , SHALL
BE SECURED BY THE LIEN OF THE MORTGAGE AND THE OTHER LOAN DOCUMENTS AND SHALL BE
IMMEDIATELY DUE AND PAYABLE UPON DEMAND BY LENDER THEREFOR.
(F)
BORROWER SHALL, PROMPTLY UPON REQUEST OF LENDER, USE ITS DILIGENT
BEST EFFORTS TO OBTAIN AND DELIVER (OR CAUSE TO BE DELIVERED) AN ESTOPPEL
CERTIFICATE FROM EACH FRANCHISOR STATING THAT (I) EACH APPLICABLE FRANCHISE
AGREEMENT IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN MODIFIED, AMENDED OR
ASSIGNED, (II) NEITHER SUCH FRANCHISOR NOR THE FRANCHISEE NAMED THEREUNDER IS IN
DEFAULT UNDER ANY OF THE TERMS, COVENANTS OR PROVISIONS OF EACH APPLICABLE
FRANCHISE AGREEMENT AND SUCH FRANCHISOR KNOWS OF NO EVENT WHICH, BUT FOR THE
PASSAGE OF TIME OR THE GIVING OF NOTICE OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT UNDER EACH APPLICABLE FRANCHISE AGREEMENT, (III) NEITHER SUCH FRANCHISOR
NOR THE FRANCHISEE THEREUNDER HAS COMMENCED ANY ACTION OR GIVEN OR RECEIVED ANY
NOTICE FOR THE PURPOSE OF TERMINATING ANY APPLICABLE FRANCHISE AGREEMENT AND
(IV) ALL SUMS DUE AND PAYABLE TO SUCH FRANCHISOR UNDER EACH APPLICABLE FRANCHISE
AGREEMENT HAVE BEEN PAID IN FULL.
(G)
UPON THE TERMINATION OF ANY FRANCHISE AGREEMENT, BORROWER SHALL
(OR SHALL CAUSE OPERATING LESSEE TO) PROMPTLY ENTER INTO A NEW FRANCHISE
AGREEMENT WITH A REPLACEMENT FRANCHISOR, WHICH SHALL DELIVER A COMFORT OR
SIMILAR LETTER TO AND IN FAVOR OF LENDER, ALL UPON TERMS AND CONDITIONS
ACCEPTABLE TO LENDER IN ITS DISCRETION.
Section 5.23.
GROUND LEASE
(A)
WITH RESPECT TO EACH GROUND LEASE, BORROWER SHALL (I) SUBJECT TO
SECTION 9.10 PAY ALL RENTS, ADDITIONAL RENTS AND OTHER SUMS REQUIRED TO BE PAID
BY BORROWER, AS TENANT UNDER AND PURSUANT TO THE PROVISIONS OF THE GROUND LEASE,
(II) DILIGENTLY PERFORM AND OBSERVE ALL OF THE TERMS, COVENANTS AND CONDITIONS
OF THE GROUND LEASE ON THE PART OF BORROWER, AS TENANT THEREUNDER, (III)
PROMPTLY NOTIFY LENDER OF THE GIVING OF ANY NOTICE BY THE LANDLORD UNDER THE
GROUND LEASE TO BORROWER OF ANY DEFAULT BY BORROWER, AS TENANT THEREUNDER, AND
DELIVER TO LENDER A TRUE COPY OF EACH SUCH NOTICE WITHIN FIVE (5) BUSINESS DAYS
OF RECEIPT AND (IV) PROMPTLY NOTIFY LENDER OF ANY BANKRUPTCY, REORGANIZATION OR
INSOLVENCY OF THE LANDLORD UNDER THE GROUND LEASE OR OF ANY NOTICE THEREOF, AND
DELIVER TO LENDER A TRUE COPY OF SUCH NOTICE WITHIN FIVE (5) BUSINESS DAYS OF
BORROWER'S RECEIPT.
BORROWER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
LENDER, SURRENDER THE LEASEHOLD ESTATE CREATED BY THE GROUND LEASE OR TERMINATE
OR CANCEL THE GROUND LEASE OR MODIFY, CHANGE, SUPPLEMENT, ALTER OR AMEND THE
GROUND LEASE, EITHER ORALLY OR IN WRITING, AND IF BORROWER SHALL DEFAULT IN THE
PERFORMANCE OR OBSERVANCE OF ANY TERM, COVENANT OR CONDITION OF THE GROUND LEASE
ON THE PART OF BORROWER, AS TENANT THEREUNDER, AND SHALL FAIL TO CURE THE SAME
PRIOR TO THE EXPIRATION OF ANY APPLICABLE CURE PERIOD PROVIDED THEREUNDER,
LENDER SHALL HAVE THE RIGHT, BUT SHALL BE UNDER NO OBLIGATION, TO PAY ANY SUMS
AND TO PERFORM ANY ACT OR TAKE